Mar 31, 2018
The Directors hereby present the Twenty Fourth Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2018.
Financial Summary or Highlights/Performance of the Company:
The financial highlights for the current year in comparison to the previous year are as under:
(Rupees in Lakhs)
PARTICULARS |
Current Year (2017-18) |
Previous Year (2016-17) |
Total Revenue |
1206.58 |
1386.28 |
Total Expenditure (before Financial Charges, Depreciation) |
986.91 |
1154.62 |
Profit before Financial Charges, Depreciation and Taxation |
219.68 |
231.65 |
Less: Depreciation |
5.20 |
6.34 |
Less: Financial Charges |
41.77 |
30.95 |
Profit Before Tax |
172.71 |
194.36 |
Less: Provision for Tax & Deferred Tax |
46.48 |
68.89 |
Profit After Tax |
126.23 |
125.47 |
Loss from Previous Year |
0.00 |
0.00 |
Net Loss/Profit carried to Balance Sheet |
126.23 |
125.47 |
COMPANY PERFORMANCE:
In the Financial Year 2017-18, owing to market conditions and other factors, your Company has made a revenue of Rs.1206.58 Lacs in the current financial year as compared to Rs.1386.28 Lacs for the previous financial year. Your Company has posted net profit after tax of Rs.126.23 Lacs in the current year as compared to Rs. 125.47 Lacs in the previous financial year. Your Directors are confident of increasing the top line and bottom line with sustainable growth in the years to come.
There is no change in the nature of business during the FY 2017-18 DIVIDEND:
The Board recommends Final Dividend of Rs.1/- per share (10% on face value of Rs.10/- each) for the financial year 2017-18.
TRANSFER TO RESERVES:
Your Company has not transferred any amount to reserves during the financial year.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
Till date the Company does not have any Subsidiaries, Associates or Joint Ventures.
STATUTORY AUDITORS:
The shareholders in their meeting held on 20th September, 2014 approved appointment of M/s. Chevuturi Associates, Chartered Accountants, Vijayawada, as the Statutory Auditors of the Company to hold office till the conclusion of 25th Annual General Meeting by members in every Annual General Meeting.
Pursuant to Companies (Amendment) Act, 2017, the provision pertaining to ratification of appointment of Statutory Auditor has been omitted with effect from 07th May, 2018.
Hence, the agenda for ratification of appointment of Statutory Auditor has not been proposed in the notice of ensuring AGM.
INTERNAL AUDITORS:
M/s Brahmayya & Co, Chartered Accountants, Gubbalavari Street, Society Road, Tanuku, 534211 (ICAI Firm Registration No. 000513S) were appointed as Internal Auditors of the Company and they are submittimg their reports on quarterly basis
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S.Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the company for Financial Year 2017-18.
The Secretarial Audit Report is annexed herewith as âAnnexure Iâ to this report.
MAINTENANCE OF COST RECORDS:
Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Sri. G. Ganapathi Rama Prabhakara Raju, Director of the Company retires by rotation and being eligible, has offered himself for reappointment.
There were no other changes in the office of directors or key managerial personnel during the year. MEETINGS:
During the year, four meetings of Board of Directors were held as more particularly disclosed in the attached report of Corporate Governance. The intervening gap between any two meetings was within the prescribed period.
The Number and dates of meeting held by the Board and its Committees, attendance of Directors is given separately in Corporate Governance Report in terms of Section134(3)(b) of the Companies Act, 2013.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Company has not given any loans or made any investments or provided any guarantee covered under the provisions of Section 186 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,
(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;
(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period:
(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going concern basis.
(v) 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 efficiently.
(vi) 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.
POLICIES:
All policies which were required to be disclosed along with Board Report are mentioned separately after Corporate Governance Section of the report.
RISK MANAGEMENT
The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements with related parties as specified in section 188 of the Act during the financial year 2017-18.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as âAnnexure - IIâ and forms part of this report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the Extract of the Annual Return in Form No. MGT-9 is annexed herewith as âAnnexure - IIIâ to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as âAnnexure IVâ to this report.
LISTING:
Your Companyâs shares are presently listed on The BSE Limited, Mumbai and the listing fees for F.Y 2018-19 is paid.
PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Shareholders Grievance Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired are used economically.
HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companyâs vision. Your Company appreciates the spirit of its dedicated employees.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as âAnnexure Vâ to this report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance is annexed as âAnnexure-VIâ herewith, as a part of the Annual Report along with the certificate on its compliance.
DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY:
The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
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.
Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the following are the members of the Committee:
S.No |
Name |
Category |
1 |
Sri. M. Kiran Phani Varma |
Chairman |
2 |
Sri. G Raghu Rama Raju |
Member |
3 |
Sri. Sivarama Prasad Surapaneni |
Member |
The following is a summary of sexual harassment complaints received and disposed off during the Calendar year:
- No. of complaints received : Nil
- No. of complaints disposed off : Nil
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from regulatory, government authorities, staff and all the stake holders for their support and cooperation.
BY THE ORDER OF THE BOARD
For Radix Industries (India) Limited
Sd/-
Gl Raghu Rama Raju
Chairman & Managing Director
Place: Tanuku (DIN: 00453895)
Date : 14.08.2018
Mar 31, 2016
The Directors hereby present the Twenty Second Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2016.
Financial Summary or Highlights/Performance of the Company:
The financial highlights for the current year in comparison to the previous year are as under:
(Rupees in Lakhs)
PARTICULARS |
Current Year (2015-16) |
Previous year (2014-15) |
Total Revenue |
3013.40 |
5601.48 |
Total Expenditure ( before Financial Charges, Depreciation and Taxation) |
2621.96 |
4790.77 |
Profit before Financial Charges, Depreciation and Taxation |
391.44 |
810.71 |
Less: Depreciation |
7.67 |
10.31 |
Less: Financial Charges |
75.39 |
63.04 |
Profit Before Tax |
308.38 |
737.36 |
Less: Provision for Tax & Deferred Tax |
105.00 |
247.56 |
Profit After Tax |
203.38 |
489.80 |
Loss from Previous Year |
0.00 |
-11.01 |
Less: Transfer from Reduction of Capital |
0.00 |
0.00 |
Net Loss/Profit carried to Balance Sheet |
203.38 |
478.79 |
COMPANY PERFORMANCE:
The Financial Year 2015-16 has been another good year for your Company. Your Company has made a revenue of Rs.3013.40 Lacs in the current financial year as compared to 5601.48 Lacs for the previous financial year. Your Company has posted net profit after tax of Rs.203.38 Lacs in the current year as compared to Rs.478.79 Lacs in the previous financial year.
There is no change in the nature of business during the FY 2015-16
DIVIDEND:
i. Interim Dividend
After considering the cash position and profitability of the company, the Board of the Directors passed the resolution on 18th March, 2016 for payment of an Interim Dividend of Rs 1/- per share for the financial year 2015-16 by way of circular resolution
ii. Final Dividend
The Board recommends the Interim Dividend declared and paid itself as the Final Dividend for the financial year 2015-16.
TRANSFER TO RESERVES
Your Company has not transferred any amount to reserves during the financial year.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
Till date the Company does not have any subsidiaries.
STATUTORY AUDITORS:
The shareholders in their meeting held on 20th September, 2014 approved the appointment of M/s Chevuturi Associates, Chartered Accountants, Vijayawada, as the Statutory Auditors of the Company to hold office till the conclusion of 25th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking Members'' ratification on appointment of M/s Chevuturi Associates Chartered Accountants Vijayawada, as the Statutory Auditors of the Company for the financial year 2016-17 is included at Item No.4 of the Notice convening the Annual General Meeting.
INTERNAL AUDITORS:
M/s Brahmayya & Co, Chartered Accountants, Gubbalavari Street, Society Road, Tanuku, 534211 (ICAI Firm Registration No. 000513S) were appointed as internal Auditors of the Company and they are submitting their reports on quarterly basis
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S.Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as âAnnexure IVâ to this report.
REPLY TO QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:
During our Audit is observed that the Company has appointed Company Secretary with effect from
11.02.2016, under Section 203 of Companies Act, 2013 and the SEBI(Listing Obligation and Disclosure Requirement) Regulations, 2015
Inspite of all efforts made, Company could not get a person to work as the Company is situated in remote place and finally company could find an eligible person for the post of Company Secretary and the Board appointed him w.e.f 11.02.2016
DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Sri. G. Ganapathi Rama Prabhakara Raju, Director of the Company retires by rotation and being eligible, has offered himself for reappointment.
The Board of Directors of the Company met 4 (four times). The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
Re appointment of MD:
The Board of Directors at its Meeting held on 11th February, 2016 has re-appointed Sri. G Raghu Rama Raju as Managing Director, for a period of Five years w.e.f from 13.02.2016 recommended by the Nomination and Remuneration Committee, subject to the approval of the Members which was approved in the meeting.
Appointment of Company Secretary cum Compliance Officer :
Board of Directors in their meeting held on 11th February, 2016 has appointed Mr. P. Lenin Babu as Company Secretary cum Compliance Officer w.e.f 11th February 2016.
1
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Every Independent Director, at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There are no Loans given or Guarantees provided or Investments made as cover under section 186 of Company Act, 2013.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,
(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;
(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period:
(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going concern basis.
(v) 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 efficiently.
(vi) 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.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.radixindustries.in
RISK MANAGEMENT
The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company. A detailed description of the risks & threats has been disclosed in the Management Discussion Analysis Report forming part of the Annual Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The requisite details of the related party transactions are provided as Annexure I to this report. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as Annexure - II and forms part of this report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure - III" to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of Schedule V to SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as ''Annexure VI'' to this report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered into with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Certificate on its compliance.
LISTING:
Your Company''s shares are presently listed on The B S E Limited, and the listing fees for the financial year 2016-17 is paid.
The trading in Shares of your Company was suspended from 31.03.2016 for surveillance and Supervision by BSE Limited.
Further on successful submission of all documents / information / clarifications as required by BSE Limited and on obtaining satisfactory reply from the company by the BSE Limited, Suspension on trading of shares was revoked w.e.f 08.07.2016
PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired are used economically
HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as ''Annexure V'' to this report.
DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY
The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
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 the financial year:
- No. of complaints received : Nil
- No. of complaints disposed off : Nil
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from regulatory, government authorities, staff and all the stake holders for their support and cooperation.
BY THE ORDER OF THE BOARD
For Radix Industries (India) Limited
Sd/-
G Raghu Rama Raju
Chairman & Managing
Director Place: Tanuku (DIN: 00453895)
Date : 13.08.2016
Mar 31, 2015
Dear Members,
The Directors hereby present the Twenty First Annual Report together
with the Audited Accounts of the company for the financial year ended
31st March, 2015.
Financial summary or highlights/Performance of the Company:
The financial highlights for the current year in comparison to the
previous year are as under:
(Rupees in Lakhs)
PARTICULARS Current Year Previous year
(2014-15) (2013-2014)
Total Revenue 5601.48 2354.43
Total Expenditure ( before
Financial Charges,
Depreciation and Taxation) 4790.77 2109.59
Profit before Financial Charges, 810.71 244.84
Depreciation and Taxation
Less: Depreciation 10.31 8.93
Less: Financial Charges 63.04 16.08
Profit Before Tax 737.36 219.83
Less: Provision for Tax & Deferred Tax 247.56 71.36
Profit After Tax 489.80 148.47
Loss from Previous Year -11.01 -159.48
Less: Transfer from Reduction of Capital 0.00 0.00
Net Loss/profit carried to Balance Sheet 478.79 -11.01
COMPANY PERFORMANCE:
The Financial Year 2014 -15 has been another successful year for the
Company. In line with previous year's performance, the Company
continued to grow at an unprecedented 237.91% increase in revenue and
329.89 % increase in Profit after Tax compared to FY 2013-14.
The revenue from operations stood at Rs. 5601.48 Lacs against Rs.
2354.43 Lacs in the previous year, resulting in PAT of Rs. 489.80 Lacs
as against PAT of Rs148.47 in the previous year.
There is no change in the nature of business during the FY 2014-15
DIVIDEND:
Your Directors are pleased to recommend its maiden dividend after
restructuring of the company, of Rs.1 per equity share (10%) of Rs.10/-
each for the year 2014-15 subject to the approval of shareholders
TRANSFER TO RESERVES
Your Company did not transfer any amount to reserves
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
Till date the Company doesnt have any subsidiaries/ associate companies
and the Company does not have any joint ventures.
STATUTORY AUDITORS:
The shareholders in their meeting held on 20th September, 2014 approved
the appointment of M/s Chevuturi Associates Chartered Accountants
Vijayawada, as the Statutory Auditors of the Company to hold office
till the conclusion of 25th Annual General Meeting subject to
ratification of shareholders in every Annual General Meeting.
Accordingly, a resolution seeking Members' ratification on appointment
of M/s Chevuturi Associates Chartered Accountants Vijayawada, as the
Statutory Auditors of the Company for the financial year 2015-16 is
included at Item No.4 of the Notice convening the Annual General
Meeting.
INTERNAL AUDITORS:
M/s Brahmayya & co, Chartered Accountants, Gubbalavari Street, Society
Road, Tanuku-534 211 (ICAI Firm Registration No 000513S) were appointed
as Internal Auditors of the Company and they are submitting their
reports on quarterly basis.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. P.S.Rao &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure III" to
this report.
REPLY TO QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:
Company has not appointed Company Secretary for the position of Key
Managerial Person as required under section 203 of Companies Act, 2013
and clause 49 of listing agreement:
As the Company is situated in remote place, we could not get an
eligible Company Secretary. We are trying to find a right candidate and
shall appoint a right candidate as and when available.
DIRECTORS:
The Board of Directors have appointed Shri Siddhardha Kathari as an
Additional Director of the Company who holds office till the ensuing
Annual General Meeting. The Board, based on the recommendation of
Nomination and Remuneration Committee considered the appointment of
Shri Siddhardha Kathari as an Independent Director subject to approval
of shareholders. Accordingly a resolution seeking approval of
shareholders for his appointment as an Independent Director for a
period of five years is included at Item No.5 of the Notice convening
the Annual General Meeting.
In accordance with the provisions of Section 152 of the Companies Act,
2013, Smt. G. Parvathi, Director of the Company retires by rotation and
being eligible, has offered herself for re-appointment.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR:
During the Financial year under review, Sri G. Rama lakshmi Narayana
Rao, independent Director of the Company resigned w.e.f 30.10.2014 and
Sri Siddhardha Kathari was appointed as Additional Director under
independent Director Category w.e.f 30.10.2014, whose appointment is
due for regularization in the Annual General Meeting. G. Ganapathi Rama
Prabhakara Raju has been appointed as Chief Financial Officer of the
Company w.e.f 31.03.2015
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Every Independent Director, at the first meeting of the Board in which
he participates as a Director and thereafter at the first meeting of
the Board in every financial year, gives a declaration that he meets
the criteria of independence as provided under the Companies Act, 2013.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposits and as such no
principal or interest was outstanding as on the date of the Balance
sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial
position of the company occurred between the end of the financial year
of the company to which the financial statements relate and the date of
the report
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors
confirm that to the best of their knowledge and belief and according to
the information and explanation obtained by them,
(i) that in the preparation of Annual Accounts for the financial year
ended 31st March, 2015, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going
concern basis.
(v) 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 efficiently.
(vi) 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.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy framed to deal with instance of
fraud and mismanagement, if any in the Group. The details of the Policy
are explained in the Corporate Governance Report and also posted on the
website of the Company www.radixindustries.in
RISK MANAGEMENT
The Company has risk management mechanism in place which mitigates the
risk at appropriate situations and there are no elements of risk, which
in the opinion of Board of Directors may threaten the existence of the
Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements with related parties as
specified in section 188 (1) of the Act during the financial year
2014-15.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 134(3) (m)
of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014 are given as Annexure - I and forms part of this report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as "Annexure - II" to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of Clause 49 of the Listing Agreement, a
report on Management Discussion & Analysis is herewith annexed as
'Annexure V' to this report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Certificate on its compliance.
LISTING:
Your Company's shares are presently listed on The B S E Limited, Mumbai
and Madras Stock Exchange Limited, Chennai and the listing fees for F.Y
2014-15 is paid.
PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration and Compliance Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgments, safeguarding the interest of the Company and
its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the
Non Independent Directors was carried out by the Independent Directors
who also reviewed the performance of the Secretarial Department. The
Directors expressed their satisfaction with the evaluation process.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has in place proper and adequate internal control systems
commensurate with the nature of its business, and size and complexity
of its operations. Internal control systems comprising of policies and
procedures designed to ensure reliability of financial reporting,
timely feedback on achievement of operational and strategic goals,
compliance with policies, procedure, applicable laws and regulations,
and that all assets and resources are acquired are used economically.
HUMAN RESOURCES:
Your Company considers its Human Resources as the key to achieve its
objectives. Keeping this in view, your Company takes utmost care to
attract and retain quality employees. The employees are sufficiently
empowered and such work environment propels them to achieve higher
levels of performance. The unflinching commitment of the employees is
the driving force behind the Company's vision. Your Company appreciates
the spirit of its dedicated employees
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is herewith annexed
as 'Annexure IV' to this report.
DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND
IMPLEMENTED BY THE COMPANY
The Company Does not meet the Criteria as specified in Section 135 of
the Companies Act, 2013 regarding Corporate Social Responsibility.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
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 ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from regulatory,
government authorities, staff and all the stake holders for their
support and cooperation.
BY THE ORDER OF THE BOARD
For Radix Industries (India) Limited
Sd/-
G Raghu Rama Raju
Chairman & Managing Director
(DIN: 00453895)
Place: Tanuku
Date : 31.07.2015
Mar 31, 2014
Dear Members,
The Directors hereby present the Twentieth Annual Report together with
the Audited Accounts of the company for the financial year ended 31st
March, 2014.
FINANCIAL HIGHLIGHTS:
The financial highlights for the current year in comparison to the
previous year are as under:
(RS. In Lacs)
Particulars Current Year Previous Year
(2013-14) (2012-13)
(12 months) (12 months)
Total Revenue 2354.43 796.54
Total Expenditure ( before Financial
Charges, Depreciation and Taxation) 2109.59 700.11
Profit before Financial Charges,
Depreciation and Taxation 244.84 96.43
Less: Depreciation 8.93 6.31
Less: Financial Charges 16.08 8.64
Profit Before Tax 219.83 81.48
Less: Provision for Tax ( MAT) & Deferred Tax 71.36 4.38
Profit After Tax 148.47 77.1
Loss/profit from Previous Year -159.48 -236.58
Less : Transfer from Reduction of Capital 0.00 0.00
Net Loss carried to Balance Sheet -11.01 -159.48
OPERATION:
The Financial Year 2013 -14 has been another successful year for the
Company. In line with previous years performance, the Company continued
to grow at an unprecedented 195.58% in revenue and 92.56 % in Profit
after Tax compared to FY 2012-13.
The revenue from operations stood at Rs.2354.43 Lacs against Rs.796.54
Lacs in the previous year, resulting in PAT of Rs.148.47 Lacs as
against PAT of Rs.77.1 in the previous year.
FUTURE OUTLOOK:
The demand for Indian Hair is ever increasing because of its high
quality. Apart from the sale of raw processed hairs, the Company is
focusing on producing distinct varieties of hair wigs to cater to the
needs of European markets and other overseas markets. Although the
competition from China is very
DIVIDEND:
With a view to conserve resources for growth plans of the Company, your
Directors do not recommend any dividend for the financial year 2013-14
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
In accordance with the Provisions of Section 152 of the Companies Act,
2013 Sri. G. Gangapathy Rama Prabakara Raju, retire at the ensuing
Annual General Meeting and being eligible, has offered himself for
re-appointment.
The Company had, pursuant to the provisions of Clause 49 of the Listing
Agreement entered with the Stock Exchanges, appointed V. Viswanada
Raju, Mr. G. Ramalakshmi Narayana Rao and Mr. M. Kiran Phani Varma, as
Independent Directors at various times, in compliance with the
requirements of the said clause.
As per the provisions of Section 149(4) which has come into force with
effect from 1st April, 2014, every listed company is required to have
at least one-third of the total number of Directors as Independent
Directors. Further, Section 149(10) of the Act provides that an
Independent Director shall hold office for a term up to five
consecutive years on the Board of a company and is not liable to retire
by rotation pursuant to Section 149(13) read with Section 152 of the
Act.
The Securities and Exchange Board of India (SEBI) has amended Clause 49
of the Listing Agreement which would be effective from October 1, 2014
inter alia stipulates the conditions for the appointment of Independent
Directors by a listed company.
The Nomination & Remuneration Committee has recommended the
appointments of these Directors as Independent Directors from to hold
office for five consecutive years for a term with effect from the
conclusion of this 20th Annual General Meeting till the conclusion of
the 25th Annual General Meeting.
The above Independent Directors have given a declaration to the Board
that they meet the criteria of independence as provided under Section
149 (6) of the Act. In the opinion of the Board, the above Independent
Directors fulfill the conditions specified in the Act and the Rules
made there under for appointment as Independent Directors and they are
independent of the management.
In compliance with the provisions of Section 149 read with Schedule IV
of the Act, the appointment of the above Directors as Independent
Directors is being placed before the Members in General Meeting for
their approval.
Their profile and the experience in specific functional areas and other
directorships held by them as stipulated in clause 49 of the listing
agreement is provided in the Additional Information Section forming
part of Notice and Corporate Governance Report forming part of the
Annual Report.
AUDITORS:
Pursuant to the provisions of Section 139 (2) of the companies Act,
2013,on rotation of audit firms, and based on the recommendation of the
audit committee, the Board has at its Meeting held on 23rd July 2014
recommended the re-appointment of, M/s Chevuturi Associates, Chartered
Accountants, Vijayawada, as the Statutory Auditors of the Company to
hold office from conclusion of this Annual General Meeting for a period
of 5 years in accordance with the Act, subject to the ratification of
their appointment by the shareholders at every Annual General Meeting.
They have furnished a certificate stating that their re- appointment,
if made, will be within the limits laid down under Section 141 of the
Companies Act, 2013. Accordingly, the appointment of M/s Chevuturi
Associates, Chartered Accountants, Vijayawada as the statutory
auditors, is being proposed as an ordinary resolution.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules,1975, and as amended from time to time
as remuneration of none of the employees is in Excess of Rs.5, 00,000-
per month, if employed for the part of year or Rs. 60, 00,000 / Rs. 75,
00,000 per annum during the financial year 2013-2014
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i)That in the preparation of Annual Accounts for the financial year
ended 31st March 2014, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii)That the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii)That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv)That the directors have prepared the annual accounts on a going
concern basis.
CONSERVATIONOF ENERGY,TECHNOLOGYABSORPTION,FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the CS Certificate on its compliance.
LISTING:
Your Company''s shares are presently listed on The BSE Limited, Mumbai
and Madras Stock Exchange Limited, Chennai.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from regulatory,
government authorities, staff an d all the stake holders for their
support and cooperation.
BY THE ORDER OF THE BOARD
For Radix industries (India) Ltd
Place : Tanuku
Date : 23.07.2014 Sd/-
G.Raghu Rama Raju
Managing Director
Mar 31, 2013
The Directors hereby present the NINETEENTH ANNUAL REPORT together
with the Audited Accounts of the company for the financial year ended
31st March, 2013.
FINANCIAL HIGHLIGHTS:
The financial highlights for the current year in comparison to the
previous year are as under:
(Rs. In Lacs)
Particulars Current
Year Previous
Year
(2012-13) (2011-12)
(12 months) (9 months)
Total Revenue 796.54 14.95
Total Expenditure
(before Financial Charges,
Depreciation and Taxation) 700.11 14.92
Profit before Financial
Charges, Depreciation and Taxation 96.43 0.03
Less: Depreciation 6.31 0.43
Less: Financial Charges 8.64 0.00
Profit Before Tax 81.48 -0.40
Less: Provision for Tax
(MAT) & Deferred Tax 4.38 0.00
Profit After Tax 77.17 -0.40
Loss from Previous Year -236.58 -555.48
Less: Transfer from Reduction of Capital 0.00 319.30
Net Loss carried to Balance Sheet -159.48 -236.58
* The figures for the current Financial year are for 12 months from
01.04.2012 to 31.03.2013 and that for previous year are for 9 months
from 01.07.2011 to 31.03.2012 and hence not comparable.
OPERATIONS:
The year under review, has been a very successful year for the Company.
The hard efforts of the management has resulted in a top line of
Rs.796.54 Lacs against a mere Rs14.95 Lacs in the previous year. The
operations resulted in bottom line of Rs. 77.10 lakhs as against loss
of Rs - 0.40 previous year.
FUTURE OUTLOOK:
All though the Company has done well in terms of sales and profits, the
management believes that this is just the beginning. The management
will strive hard in the ensuing financial year to attain greater
heights both in terms of sales and profitability.
In the coming years, the management will strive to identify and produce
distinct varieties of hair wigs to cater to the needs of European and
other overseas markets.
DIVIDEND:
In view of the accumulated losses, your Directors do not recommend any
dividend for the financial year 2012-13
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58Aof the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
Smt G Parvathi and Sri M. Kiran Phani Varma, retire at the ensuing
Annual General meeting and being eligible, offer themselves for
re-appointment.
AUDITORS:
M/s Chevuturi Associates, Vijayawada Chartered Accountants, , the
Statutory Auditors of the Company retire at the conclusion of ensuing
Annual General Meeting & being eligible, offer themselves for
re-appointment. They have furnished a certificate stating that their
re-appointment, if made, will be within the limits laid down under
Section 224(1 B) of the Companies Act, 1956. The Board recommends their
re-appointment for the FY 2013-14.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of Rs.5,
00,000- per month, if employed for the part of year or Rs. 60, 00,000 /
Rs. 75, 00,000 per annum during the financial year 2012-2013
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i) that in the preparation of Annual Accounts for the financial year
ended 31st March , 2013, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) that the directors have taken properand sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the CS Certificate on its compliance.
LISTING:
Your Company''s shares are presently listed on The Bombay Stock Exchange
Limited, Mumbai and Madras Stock Exchange Limited, Chennai and the
listing fees for F.Y 2013-14 is paid.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from regulatory,
government authorities, staff and all the stake holders for their
support and cooperation.
BY THE ORDER OF THE BOARD
For Radix industries
(India) Ltd
Sd/-
G.Raghu Rama Raju
Managing Director
Place : Tanuku
Date: 24.07.2013
Mar 31, 2012
The Directors hereby present the EIGHTEENTH ANNUAL REPORT together
with the Audited Accounts of the company for the financial year (9
Months) ended 31st March, 2012.
FINANCIAL HIGHLIGHTS:
The financial highlights for the current year in comparison to the
previous year are as under:
(Rs. In Lacs)
Particulars Current Year Previous Year
(2011-12) (2010-11)
(9 months) (15 months)
Total Revenue 14.95 16.22
Total Expenditure ( before Financial
Charges, Depreciation and Taxation) 14.92 82.68
Profit before Financial Charges,
Depreciation and Taxation 0.03 -66.46
Less: Depreciation 0.43 0.00
Less: Financial Charges 0.00 0.00
Profit Before Tax -0.40 -66.46
Less: Provision for Tax & Deferred Tax 0.00 0.00
Profit After Tax -0.40 -66.46
Loss from Previous Year -555.48 -489.02
Less : Transfer from Reduction of Capital 319.30 0.00
Net Loss carried to Balance Sheet -236.58 -555.48
* The figures for the current year are for 9 months from 01.07.2011 to
31.03.2012 and that for previous year are for 15 months from 01.04.2010
to 30.06.2011 and hence not comparable.
OPERATIONS:
During the year under review, The Company has made a new beginning, it
commenced its commercial operations with an export turnover of Rs.14.95
Lacs. However, owing to miscellaneous and other onetime expenses, the
company posted a net loss of Rs.0.40 Lacs.
FUTURE OUTLOOK:
After going through a long process of restructuring, the stage is all
set for the company to takeoff. During the year the Company has made a
humble beginning and other Infrastructure and finances are in place.
The management is actively scouting for new orders and markets.
In the coming years, the management will strive to identify and produce
distinct varieties of hair wigs to cater to the needs of European
markets and other overseas markets.
DIVIDEND:
In view of the losses in the current year and also accumulated losses,
your Directors do not recommend any dividend for the financial year
2011-12
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
Sri G. Ganapathy Rama Prabakara Raju and Sri G Rama Lakshmi Narayana
Rao, retire at the ensuing Annual General Meeting and being eligible,
offer themselves for re-appointment.
SCHEME OF ARRANGEMENT
As the members are aware and as discussed in the 17th Directors Report,
the scheme of arrangement of the Company was sanctioned by the
Hon''ble High Court of Andhra Pradesh at Hyderabad on 12.12.2011 and
certified copy filed with the Registrar of Companies, AP Thereafter the
Board of Directors after fixing the record date, re issued and
dispatched new share certificates post reduction (90%) and
consolidation into Equity Shares of Rs.10/- each to the eligible
shareholders. The Board also allotted 26, 50,000 Equity Shares of
Rs.10/- each to the Unsecured Creditors by converting the unsecured
loans into equity shares pursuant to the scheme of arrangement.
The re issued and newly allotted shares have been admitted for Listing
and Trading on both the stock exchanges BSE and MSE.
DEMATERILIZATION:
Post restructuring of the Balance Sheet, the Company obtained
electronic connectivity with NSDL & CDSL. The ISIN allotted to the
Company is INE576N01014. The Shareholders of the Company can now get
their physical shares dematerialized.
AUDITORS REPORT:
With regard to clause 7 of the Annexure to the Auditors report, the
Board would like to submit that, the company has in place internal
control procedures which exercises enough checks and balances with
regard to the minimum transactions being done at present. Further the
Board is committed to put in place a formal Internal Audit System,
commensurate with the operations and transactions of the company in the
future.
AUDITORS:
M/s Chevuturi Associates, Vijayawada Chartered Accountants, , the
Statutory Auditors of the Company retire at the conclusion of ensuing
Annual General Meeting & being eligible, offer themselves for
re-appointment. They have furnished a certificate stating that their
re-appointment, if made, will be within the limits laid down under
Section 224(1B) of the Companies Act, 1956. The Board recommends their
re-appointment for the FY 2012-13.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of Rs.5,
00,000- per month, if employed for the part of year or Rs. 60, 00,000 /
Rs. 75, 00,000 per annum during the financial year 2011-2012
DIRECTORS'' RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i) that in the preparation of Annual Accounts for the financial year
ended 31st March , 2012, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the CS Certificate on its compliance.
COMPLAINCE CERTIFICATE:
A copy of Compliance Certificate pursuant to the provisions of Section
383A of the Companies Act, 1956, obtained from M/s P.S Rao &
Associates, Company Secretary, Hyderabad is attached to this Report.
LISTING:
Your Company''s shares are presently listed on The Bombay Stock
Exchange Limited, Mumbai and Madras Stock Exchange Limited, Chennai and
the listing fees for F.Y 2012-13 is paid.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from regulatory,
government authorities, staff and all the stake holders for their
support and cooperation.
BY THE ORDER OF THE BOARD
For Radix industries (India) Ltd
Sd/-
G.Raghu Rama Raju
Managing Director
Place : Tanuku
Date : 03.09.2012
Jun 30, 2011
Dear Members,
The Directors hereby present the Seventeenth ANNUAL REPORT together
with the Audited Accounts of the company for the financial year ended
30th June, 2011.
CHANGE IN MANAGEMENT :
The members may note that the Open Offer given by Sri. Gokaraju Raghu
Rama Raju & Sri. G. Ganapathi Rama Prabhakara Raju in terms of the
Takeover Regulations was successfully completed as certified by M/s
Fedex Securities Limited, Mumbai. Merchant Bankers to the Open Offer,
Vide their certificate dated 03rd February, 2011. Accordingly the new
Board of Directors comprising of the new acquirers was formed and the
erstwhile directors resigned from the Board.
FINANCIAL HIGHLIGHTS:
In order to carry out the scheme of arrangement, the company has
changed its fiscal year end from March, 31 to June, 30. Hence, audited
financial statements are accordingly prepared for the 15 months period
ended 30th June, 2011 as compared to 12 months period ended 31st March,
2010. Accordingly all references to financial year for the current year
shall be construed for 15 Months ended 30th June 2011.
The performance of the company for the financial year ended 30th June,
2011 is summarized below.
(Rs. In Lacs)
Particulars 30.06.2011 31.03.2010
(15 Months) (12 Months)
Total Income 16.22 61.94
Increase / (Decrease )in stocks -0.92 -32.53
Total Expenditure 81.76 29.86
Profit before Financial Charges,
Depreciation and Taxation -66.46 -0.43
Less: Depreciation 0.00 0.00
Less: Financial Charges 0.00 0.00
Profit Before Tax -66.46 -0.43
Less: Provision for Tax &
Deferred Tax 0.00 0.00
Profit After Tax -66.46 -0.43
Loss from Previous Year -489.02 -488.58
Net Loss carried to Balance Sheet -555.48 -489.02
OPERATIONS :
During the year under review, the company has changed its line of
activity from storage and marketing of gas to dealing Human Hair, wigs
& its products. However the company is yet to commence the commercial
operations in the new line of activity. The income generated during the
year under review is on account of write back of creditors and debtors
and posted a Net Loss of Rs 66.46 Lakhs as against Rs0.43 Lakhs for the
previous financial year.
FUTURE OUTLOOK:
The members of the company have approved the decision of the board to
change the line of activity to dealing in Human Hair wigs & its
products through postal ballot. The new Board is actively working on
plans to commence commercial operations at the earliest.
DIVIDEND:
In view of the losses in the current year and also accumulated losses,
your Directors do not recommend any dividend for the financial year
2010-11
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
Sri V Viswanada Raju retire at the ensuing Annual General Meeting and
being eligible, offer himself for re-appointment.
During the year, Sri. Gokaraju Raghu Rama Raju, Sri. Gokraju Ganapathi
Rama Prabhakara Raju Sri. M Kiran Phani Varma and Sri. G Rama Lakshmi
Narayana Rao were appointed as Additional Directors w.e.f 14.02.2011
and Smt. G.Parvathi appointed as Additional Director w.e.f 18.02.2011
consequent to change in management of the company. As per the
provisions of Section 260 of the Companies Act, 1956 their term of
office is due to expire at the conclusion of this Annual General
Meeting. The Company has received notices in writing, proposing their
appointment as Directors of the Company. The relevant resolution
proposing their appointments as Directors is included in the Notice of
the Annual General Meeting for your approval.
Sri P. R. Ramadurai, Sri A. Prabhakaran, Sri T Prabhakar Purnananda,
Sri P. Lenin Babu, Sri Y Mallikharjuna Rao and Sri P.V.V. Subramanyam
resigned as Directors w.e.f 14..02.2011 consequent to change in
management of the company.
Sri Raghu Rama Raju was appointed as Managing Director of the company
w.e.f 14.02.2011, the relevant resolution for ratification of his
appointment as MD is included in the notice of the AGM for your
approval.
SCHEME OF ARRANGEMENT
As you are aware the Board has proposed a Scheme of Arrangement between
the Company and Its Shareholders and Unsecured Creditors. The Appointed
date of the Scheme is 01st April 2010 and the scheme shall be effective
upon fling of certified copies of the court order confirming the scheme
of arrangement by the Hon'ble High Court of AP with the Registrar of
Companies, A.P.
The salient features of the Scheme are :
a. The Paid up share capital of the Company shall with effect from the
appointed date stand reduced from Rs. 3,54,78,000/- (Rupees Three Crore
Fifty Four Lakhs Seventy Eight Thousand Only) divided into 35,47,800
(Thirty Five Lakhs Forty Seven Thousand Eight Hundred Only) equity
shares of Rs.10/- (Rupees Ten Only) each. to Rs. 35,47,800/- (Thirty
Five Lakhs Forty Seven Thousand Eight Hundred Only) divided into
35,47,800 (Thirty Five Lakhs Forty Seven Thousand Eight Hundred Only)
equity shares of Rs 1/- each ( Rupees One Only) each with balance of
Rs.9/- (Rupees Nine Only) being cancelled off the paid up value of each
share in the paid up share capital of the company.
b. Upon such reduction, the total number of shares shall be reduced
and consolidated into equity shares of Rs.10/- each at the rate of 10
equity shares of Rs.1/- each into one (1) Equity share of Rs. 10/-
each. Accordingly the Paid up share capital of the Company shall be
35,47,800 (Thirty Five Lakhs Forty Seven Thousand Eight Hundred Only)
divided into 3,54,780 (Three Lacs Fifty Four Thousand Seven Hundred And
Eighty) equity shares of Rs.10/- (Rupees Ten Only) each.
c. Consequent to the reduction of the paid up share capital, an amount
of Rs. 3,19,30,200 /- (Rupees Three Crores Nineteen Lakhs Thirty
Thousand Two Hundred Only) representing the reduced paid up capital,
shall be used to set off the accumulated losses, out of the total
amount of Rs. 5,55,48,251/- (Rupees Five Crores Fifty Five Lakhs Forty
Eight Thousand Two Hundred and Fifty One Only) as at 30.06.2011.
d. The unsecured loans of Rs. 2,65,00,000/- as on 30.06.2011, will be
converted into fully paid equity shares by allotment of 26,50,000
equity shares of Rs.10/- each at the rate of Rs.10/- per share.
Presently the Petition to Sanction the scheme, as approved by the
shareholders, has been fled with the High Court of AP for its approval.
Accordingly upon the scheme being effective, the restructuring of the
company as contemplated in the scheme of arrangement will be carried
out and a revised balance sheet will be prepared.
CHANGE IN THE NAME OF THE COMPANY :
During the year the name of the Company was changed from Ragson
Petrochem Limited To Radix Industries (India) limited vide fresh
certificate of incorporation dated 24th August, 2010 given by the
Registrar of Companies, A.P.
AUDITORS REPORT:
With regard to clause 7.1 of the Annexure to the Auditors report, the
Board would like to submit that, the company has not yet commenced
commercial operations and hence there is no need for Internal Audit by
Auditors. However the company has in place Internal control procedures
which exercises enough checks and balances with regard to the minimum
transactions being done at present. Further the Board is committed to
put in place a formal Internal Audit System, commensurate with the
operations and transactions of the company in the future.
With regard to other clauses in the Auditors reports on accounts of the
company for the period under review, is self explanatory and requires
no comments
AUDITORS:
As per the provisions of the Listing Agreement, the audit of the
companies, shall be carried out only by Auditors who has subjected
himself to the peer review process of Institute of Chartered
Accountants of India (ICAI) and holds a valid certificate issued by the
Peer Review Board of the ICAI. The existing Auditors have conveyed that
they do not meet the above criteria and hence requested not to be
proposed for re appointment as Auditors for FY 2011-2012. Accordingly
the Board proposes M/s Chevuturi Associates , Vijayawada, Chartered
Accountants as Statutory Auditors for FY 2011 -12. They have furnished
a certificate stating that their re-appointment, if made, will be within
the limits laid down under Section 224(1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of
Rs.5,00,000- per month, if employed for the part of year or Rs.
60,00,000 / Rs. 75,00,000 per annum (March 2011 / June 2011) during the
financial year .2010-2011
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i) that in the preparation of Annual Accounts for the financial year
ended 30th June, 2011, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditor's Certificate on its compliance.
COMPLIANCE CERTIFICATE :
A copy of Compliance Certificate pursuant to the provisions of Section
383A of the Companies Act, 1956, obtained from M/s P.S Rao &
Associates, Company Secretary, Hyderabad is attached to this Report.
LISTING:
Your Company's shares are presently listed on The Bombay Stock Exchange
Limited, Mumbai and Madras Stock Exchange Limited, Chennai and the
listing fees up to FY 2011-12 is paid.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from regulatory,
government authorities, staff and all the stake holders for their
support and cooperation.
BY ORDER OF THE BOARD
For Radix Industries (India) Limited
Sd/-
G.Raghu Rama Raju
Managing Director
Sd/-
G.Parvathi
Place : Tanuku Director
Date : 29.11.2011
Mar 31, 2010
The Directors hereby present the SIXTEENTH ANNUAL report together with
the Audited Accounts of the company for the financial year ended 31ST
March, 2010.
FINANCIAL HIGHLIGHTS:
The performance of the company for the financial year ended 31st March,
2010 is summarized below.
(Rs. In Lacs)
Particulars Year ended Year ended
31.03.2010 31.03.2009
Total Income 61.95 36.80
Increase / (Decrease )in stocks -32.53 21.10
Total Expenditure 29.86 74.35
Profit before Financial Charges,
Depreciation and Taxation -0.43 -16.54
Less: Depreciation 0.00 0.00
Less: Financial Charges 0.00 0.00
Profit Before Tax -0.43 -16.54
Less: Provision for Tax, incl. FBT 0.00 0.01
Profit Afiter Tax -0.43 -16.46
Loss from Previous Year -488.58 -472.11
Net Loss carried to Balance Sheet -489.02 -488.58
PERFORMANCE:
The Management hereby informs that the Company has generated income of
Rs. 61.95 Lakhs during the current year as compared to Rs. 36.80 Lakhs
during the previous year and posted a Net Loss of Rs.0.43 Lakhs.
FUTURE OUTLOOK:
The failure of the Government of India to honour its commitments given
to the Private Sector LPG Industry led to the turbulence and turmoil
which affected all the Private Sector LPG Companies. Further, it is no
more feasible and viable to operate in this sector, because of the huge
fund requirement viz a the financial position of the Company. Hence, the
Board of Directors afiter due deliberations and detailed investigation,
decided subject to the approval of the members to Change the Line of
Activity by entering into a new sector. The Board made a detailed
enquiry into the growth opportunities and the business prospects in the
new line - Human and Animal hairs and are hopeful of tapping the
immensely potential export and domestic market
To give effect to the above decision, the consent of the members was
sought by way of postal ballot. The Managing Director based on the
report of the scrutinizer declared on 13th July, 2010 that the members
have unanimously passed resolutions relating to :
1. Amendment of the Main Objects Clause for insertion of Objects
relating to Hair, Hair Products, Wigs, Hairdressing, Hair nets etc,.
2. Amendment of the Other Objects Clause for insertion of new Objects
relating to Power, Spinning, Construction and Infrastructure.
3. Commencement of Business in other objects Clause of the Memorandum
of Association of the Company and
4. Change of Name of the Company form "RAGSAN PETROCHEM LIMITED" To
"RADIX INDUSTRIES (INDIA) LIMITED"
DIVIDEND:
In view of the accumulated losses, your Directors do not recommend any
dividend for the financial year 2009-10.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
Sri PVV Subhramanyam & Sri Y. Mallikarjuna Rao retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
During the year, Sri V. Viswanada Raju was appointed as Additional
Director on 30th May, 2010. As per the provisions of Section 260 of the
Companies Act, 1956 the term of offce of Sri V. Viswanada Raju, is due
to expire at the conclusion of this Annual General Meeting. The
Company has received notice in writing, proposing his appointment as
Director of the Company. The relevant resolution proposing his
appointment as Director is included in the Notice of the Annual General
Meeting for your approval
AUDITORS:
Dayanand Krishna & Associates, Chartered Accountants, Hyderabad, the
Statutory Auditors of the Company has expressed there unwillingness to
continue as the Statutory Auditors of the Company vide their
resignation letter address to the Board of Directors.
Accordingly the Board proposes M/s Cherukuri Associates, Chartered
Accountants as Statutory Auditors for FY 2010 -11. They have furnished
a certifcate stating that their re-appointment, if made, will be within
the limits laid down under Section 224(1B) of the Companies Act, 1956.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of
Rs.2,00,000/- per month, if employed for the part of year or
Rs.24,00,000/- per annum during the financial year 2009-10.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i) that in the preparation of Annual Accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
Profit and loss of the company for that period:
(iii) that the directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditors Certifcate on its compliance.
COMPLAINCE CERTIFICATE :
A copy of Compliance Certifcate pursuant to the provisions of Section
383A of the Companies Act, 1956, obtained from B Sudhindra Kumar,
Company Secretary, Hyderabad is attached to this Report.
LISTING:
Your Companys shares are presently listed on The Bombay Stock Exchange
Limited, Mumbai and Madras Stock Exchange Limited, Chennai.
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from its management
and staff. Your Directors also wish to thank its customers, vendors,
banks, service providers as well as regulatory and government
authorities for their support and cooperation.
BY ORDER OF THE BOARD
For Ragsan Petrochem Limited
Sd/- Sd/-
Place : Hyderabad P.R. Ramadurai T.P. Prabhakar
Date : 14.08.2010 Managing Director Director
Mar 31, 2009
The Directors hereby present the FIFTEENTH ANNUAL REPORT together with
the Audited Accounts of the company for the financial year ended 31st
March, 2009.
FINANCIAL HIGHLIGHTS:
The performance of the company for the financial year ended 31st March,
2009 is summarized below.
(Rs. In Lacs)
Particulars Year ended Year ended
31.03.2009 31.03.2008
Total Income 36.80 35.86
Increase in stocks 21.10 27.50
Total Expenditure 74.36 70.77
Profit/ Loss before Financial Charges,
Depreciation and Taxation -16.45 -7.41
Less: Depreciation 0.00 0.00
Less: Financial Charges 0.00 0.00
Profit / Loss Before Tax -16.45 -7.41
Less: Provision for Tax, incl. FBT 0.01 0.07
Profit / Loss After Tax -16.47 -7.48
Loss from Previous Year -472.11 -464.64
Net Loss carried to Balance Sheet -488.58 -472.11
PERFORMANCE:
The Management hereby informs that the Company has generated income of
Rs. 36.80 Lakhs during the current year as compared to Rs. 35.86 Lakhs
during the previous year. However, due to increase in the expenditure,
Company has posted a Net Loss of Rs. 16.47 Lakhs.
FUTURE OUTLOOK:
The management has done well to ensure that the operations have made a
beginning. The Management is putting in their best efforts to increase
the scale of operations. The Management is also looking at other
business opportunities.
DIVIDEND:
In view of the accumulated losses, your Directors do not recommend any
dividend for the financial year 2008-09.
FIXED DEPOSITS:
The company has neither accepted nor renewed any deposits falling
within the provisions of Section 58A of the Companies Act, 1956 read
with the Companies (Acceptance of Deposits) Rules, 1975 from the public
during the financial year.
DIRECTORS:
Sri T. Prabhakar Purnananda & Sri P. Lenin Babu retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
re-appointment.
The term of office of Sri P.R. Ramadurai as Managing Director is due to
expire and hence the Board of Directors, in their meeting held on
02.09.2009, proposed that he be re-appointed as the Managing Director
of the Company, subject to the approval of the Members. The said
resolution forms part of the notice of the Annual General Meeting.
AUDITORS:
Dayanand Krishna & Associates, Chartered Accountants, Hyderabad, the
Statutory Auditors of the Company retire at the conclusion of ensuing
Annual General Meeting & being eligible, offer themselves for
re-appointment. They have furnished a certificate stating that their
re-appointment, if made, will be within the limits laid down under
Section 224(1 B) of the Companies Act, 1956. The Board recommends their
re-appointment for the FY 2009 -10.
PARTICULARS OF EMPLOYEES:
There are no employees whose particulars are required to be furnished
under Section 217(2A) of the Companies Act, 1956 read with Companies
(Particulars of employees) Rules, 1975, and as amended from time to
time as remuneration of none of the employees is in excess of
Rs.2,00,000/- per month, if employed for the part of year or
Rs.24,00,000/- per annum during the financial year 2008-09.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors of your Company hereby report:
(i) that in the preparation of Annual Accounts for the financial year
ended 31st March, 2009, the applicable accounting standards have been
followed along with the proper explanation relating to material
departures, if any, there from;
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period:
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going
concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of
the Companies Act, 1956 read with the Companies (Disclosure of the
particulars in the report of the Board of Directors) Rules, 1988 are
given as Annexure A and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditors Certificate on its compliance.
COMPLIANCE CERTIFICATE
A copy of Compliance Certificate pursuant to the provisions of Section
383A of the Companies Act, 1956, obtained from B Sudhindra Kumar,
Company Secretary, Hyderabad is attached to this Report.
LISTING:
Your Companys shares are presently listed on The Bombay Stock Exchange
Limited, Mumbai
ACKNOWLEDGEMENTS:
Your directors acknowledge the continued support from its management
and staff. Your Directors also wish to thank its customers, vendors,
banks, service providers as well as regulatory and government
authorities for their support and cooperation.
BY ORDER OF THE BOARD
For Ragsan Petrochem Limited
Sd/- Sd/-
Place : Hyderabad P.R. Ramadurai T.P. Prabhakar
Date: 02.09.2009 Managing Director Director