Directors Report of Shanti Guru Industries Ltd.
Mar 31, 2023
DIRECTOR''S REPORT
Dear Shareholders,
Your directors have pleasure in presenting the Thirteenth Annual Report together with
Audited accounts for the year ended 31.03.2023
The financial results for the year ended 31.03.2023 and for previous year ended 31.03.2022
are as under:
|
PARTICULARS |
31.03.2023 |
31.03.2022 |
|
Total Revenue |
16,305 |
6,510 |
|
Less : Expenditure |
22,628 |
71,671 |
|
Profit before exceptional items and tax |
(6,323) |
(65,161) |
|
Less : Current Tax |
- |
- |
|
Less: Deferred Tax |
59 |
17 |
|
Profit for the period |
(6,382) |
(65,178) |
|
Other comprehensive income |
||
|
Total comprehensive income |
(6,382) |
(65,178) |
The loss for period is Rs. 6.38 lakhs as against the loss of Rs. 65.18 lakhs in the previous year.
The company that was reeling under Covid19 epidemic has just got some relief in the
current financial year and the Retail trade is expected to grow in the coming years.
2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:
The Company is engaged in the business of Retail trade. There is no change in the nature of
business during the year under review.
The Board does not recommend any dividend for the year.
No amount is proposed to be transferred to General Reserves during the year.
During the year under review, there were no changes in the Share Capital of the Company.
The Authorised share capital of the company is Rs.13.00 Crores and paid up capital is
Rs.12.31 Crores
6. DEPOSITS:
The company has not accepted or invited any deposits under the provisions of the
Companies Act, 2013, and rules related thereto.
7. ANNUAL RETURN
The Annual Return for the year ended 31.03.2023 will be made available in the website
www.rclretail.in
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company is not having any subsidiary, associate and joint venture company.
9. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments which could affect the Company''s financial position
have occurred between the end of the financial year of the Company and the date of this
report.
10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:
The Company had not advanced any loan, given guarantees, provided security during the
year under review.
11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No significant and material orders have been passed by any Regulator or Court or Tribunal
which can have an impact on the going concern status and the Company''s operations in
future
12. BOARD OF DIRECTORS AND ITS COMMITTEES:
A. COMPOSITION OF THE BOARD OF DIRECTORS
The Board consists of Three Directors as at 31.03.2023 viz., a) One Executive Director
(Promoter) b) One Independent Director and c) One Non-Executive Director.
During the year Mr. Navratan Mal Lunker (Independent Director) resigned from the Board
on 3rd February 2023. The Board expresses its gratitude for the contribution made by him
during the tenure as a Director of the Company.
In terms of Section 152 of the Companies Act, 2013, Mr. Mahipal Sanghvi, Whole Time
Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment.
Mr. Jayaraman Madhusuthan was appointed as an Additional Director / Independent
Director w.e.f. 03.02.2023. As an additional director he holds office upto the date of ensuing
Annual General Meeting and is eligible to continue as Director of the Company. Your Board
recommends his continuation in the best interests of the Company.
Mr. Ratanchand Lodha has been appointed as Compliance officer with effect from 18th April
2023.
B. KEY MANAGERIAL PERSONNEL:
Mr. K.R. Ramakrishnan, Company Secretary and Compliance officer resigned from the
Company with effect from 16th March 2023.
C. MEETINGS OF BOARD OF DIRECTORS
During the year the Board of Directors met 7 times on 25.04.2022, 23.06.2022, 01.08.2022,
02.09.2022, 14.11.2022, 03.02.2023 and 13.03.2023. The gap between the two meetings
was not more than 120 days. The Directors'' who attended these meetings are mentioned
below.
|
S No |
Name of the directors |
Category |
Board meetings in |
Atten ded 12th AGM |
No of other |
No of membership |
|
1 |
Ratanchand lodha |
NED |
7/7 |
Yes |
1 |
0/0 |
|
2 |
Mahipal sanghvi |
ED |
7/7 |
Yes |
0 |
0/0 |
|
3 |
Navratan Mal Lunker @ |
ID |
5/5 |
Yes |
Nil |
0/0 |
|
4 |
Jayaraman Madhusuthan * |
ID |
2/2 |
No |
Nil |
0/0 |
@ Mr. Navratan Mal Lunker has resigned from the Board with effect from 3rd February,
2023
* Mr. Jayaraman Madhusuthan was appointed in the Board with effect from 3rd February,
2023.
D. AUDIT COMMITTEE
The Audit committee company comprises of three members and the committee met 3 times
on (i) 23.06.2022 (ii) 01.08.2022 and (iii) 14.11.2022. The composition of the Audit
Committee and details of meeting attended are provided hereunder:
|
Name of the Director |
Designation |
Category |
Number of meetings |
|
Navratanmal Lunker @ |
Chairman |
Non Executive independent Director |
3/3 |
|
Ratanchand Lodha |
Member |
Non Executive Director |
3/3 |
|
Mahipal Sanghvi |
Member |
Executive Director & CFO |
3/3 |
|
Mr. Jayaraman |
Chairman |
Non Executive Independent Director |
0/0 |
@ Mr. Navaratan Mal Lunker resigned on 3rd February, 2023.
* Mr. Jayaraman Madhusuthan was appointed as Chairman with effect from 3rd February,
2023.
E. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:
The Stakeholders Relationship committee company comprises of three members and the
committee met once on 25.04.2022. The composition of the Committee and details of
meeting attended are provided hereunder:
|
Name of the Director |
Designation |
Category |
Number of meetings |
|
Ratanchand Lodha |
Chairman |
Non Executive Director |
1/1 |
|
Navratanmal Lunker @ |
Member |
Non executive independent |
1/1 |
|
Mahipal Sanghvi |
Member |
Executive Director & CFO |
1/1 |
|
Mr. Jayaraman |
Member |
Non executive independent |
0/0 |
@ Mr. Navaratan Mal Lunker resigned on 3rd February 2023.
* Mr. Jayaraman Madhusuthan was appointed as member with effect from 3rd February
2023.
The Risk management committee company comprises of three members and the committee
met once on 25.04.2022. The composition of the Committee and details of meeting
attended are provided hereunder:
|
Name of the Director |
Designation |
Category |
Number of meetings |
|
Ratanchand Lodha |
Chairman |
Non Executive Director |
1/1 |
|
Navratanmal Lunker @ |
Member |
Non executive independent |
1/1 |
|
Mahipal Sanghvi |
Member |
Executive Director & CFO |
1/1 |
|
Mr. Jayaraman |
Member |
Non executive independent |
0/0 |
@ Mr. Navaratan Mal Lunker resigned on 3rd February 2023.
Mr. Jayaraman Madhusuthan was appointed as member with effect from 3rd February 2023.
G. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration committee company comprises of three members and
the committee met once on 01.02.2023. The composition of the Committee and details of
meeting attended are provided hereunder:
|
Name of the Director |
Designation |
Category |
Number of meetings |
|
Ratanchand Lodha |
Member |
Non Executive Director |
1/1 |
|
Navratanmal Lunker @ |
Chairman |
Non executive independent |
1/0 |
|
Mahipal Sanghvi |
Member |
Executive Director & CFO |
1/1 |
|
Mr. Jayaraman |
Chairman |
Non executive independent |
0/0 |
@ Mr. Navaratan Mal Lunker resigned on 3rd February 2023
* Mr. Jayaraman Madhusuthan was appointed as Chairman with effect from 3rd February
2023.
G. BOARD EVALUATION AT INDEPENDENT DIRECTORS MEETING:
The Independent Directors of the Company held a separate meeting on 13.03.2023 without
the attendance of non- independent Directors and members of management. At the said
meeting, they reviewed the performance of non- independent Directors and the Board as a
whole, including the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors. Declaration of compliance by the Board members
and senior management personnel including Key managerial personnel to the code of
conduct is attached as ANNEXURE 1.
H. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:
The Independent director has given declaration under Section 149 of the Companies Act,
2013, that they meet the criteria of independence.
I. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of
the Board of Directors, hereby confirm that:
a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and
made judgments and estimate 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 Loss of
the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts ongoing concern basis.
e) the directors had laid down internal financial controls to be followed by the company and
such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
13. AUDITORS & AUDIT REPORT:
At the 10th Annual General Meeting of the Company held on March 31, 2021, the
shareholders have appointed M/s. VENKAT & RANGAA LLP., Chartered Accountants, as
Statutory Auditors of the Company for a term of five years from the conclusion of said
Annual General Meeting to carry out the audit for the financial years starting from 2020-21
to 2024-25.
14. SECRETARIAL AUDIT & SECRETARIAL REPORT:
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company engaged the services of M/s. A.K. Jain & Associates, Company Secretaries in
Practice, Chennai to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2023. The Secretarial Audit Report (in Form MR-3) is attached as
ANNEXURE 2 to this Report.
REPLY FOR COMMENTS IN SECRETARIAL AUDITORS'' REPORT:
|
S. No |
Observations |
Reply |
|
1. |
The Company does not have Woman Director as |
The Company is taking necessary steps to |
|
2. |
The Company does not have the requisite number |
The Company is taking necessary steps to |
|
3. |
The prior intimation of 5 days for the Board |
The Company shall ensure to Comply the |
|
4. |
The results for the year ended 31.03.2022 were |
The Company will ensure that the results are |
|
5. |
The composition of Audit, Nomination & |
The Company is taking necessary steps to |
|
6. |
The Company does not have a Qualified Company |
The Company is taking necessary steps to |
M/s. SSP JAIN and ASSOCIATES LLP have been appointed as Internal Auditors by the Board.
Internal Audit reports are forwarded to management, who take appropriate action as soon
as possible. The company is maintaining a Structured Digital Data System which is non
tamperable and is also subject to Internal audit.
16. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The Company does not fall under the class of Companies mentioned under Section 135 of
the Companies Act, 2013, read with Companies (Corporate Social Responsibility) Rules,
2014. Hence, the Company has not spent any funds towards Corporate Social Responsibility.
In accordance with section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015, the company has established a Vigil Mechanism and has a Whistle Blower Policy. The
policy provides a mechanism for all employees to report to the management, grievances
about the unethical behaviour or any suspected fraud. The policy is available at the website
of the company www.rclretail.in.
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
does not apply to your Company. Hence, the report on Corporate Governance is not
provided.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The Company has not entered into any contracts / arrangement with the related parties''
u/s.188 of the Companies Act, 2013 during the year.
20. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:
None of the employees draw remuneration in excess of the limits prescribed in the relevant
regulations. Hence, details of the employees of the Company as required pursuant to 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not furnished.
Having regard to the provisions of Section 136(1) read with its relevant proviso of the
Companies Act, 2013, the disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, forming
part of the Annual Report, is available for inspection at the registered office of the company
during working hours. Any member interested in obtaining such information may write to
the Compliance officer and the same will be furnished without any fee.
21. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:
The Company has recovered from the Covid 19 impact and would like to focus on "retail
sector" which has enormous demand. The Risk management committee is entrusted with
the task of managing the challenges ahead. The company''s internal control systems are
commensurate with the nature of its business and the size and complexity of its operations.
In addition to the internal control systems, the board has laid emphasis on adequate
internal financial controls to ensure that the financial affairs of the company are carried out
with due diligence. Significant audit observations and follow up actions thereon are
reported to the audit committee.
22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The product dealt by the Company is material intensive and not power intensive. However,
the thrust on energy conservation continues and necessary measures for optimization of
energy consumption have been taken. The technology used is indigenous, neither any
foreign exchange was earned nor there was any outgo of foreign exchange during the
period under report.
23. LISTING WITH STOCK EXCHANGE
The Company''s equity shares are listed in SME Platform of BSE Limited.
24. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND
There are no amounts which need to be transferred to the Investor Education and
Protection Fund.
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROBHITION 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 Workplace (Prevention, Prohibition and Redressal),
Act, 2013. During the year under review no complaints have been received.
26. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: -
Not Applicable
27. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:-
Your Directors take this opportunity to thank the customers, suppliers, bankers, business
partners /associates, financial institutions and various regulatory authorities for their
consistent support / encouragement to the Company. Your Directors would also like to
thank the Members for reposing their confidence and faith in the Company and its
Management.
By Order of the Board
For SHANTI GURU INDUSTRIES LIMIETDSd/-
RATANCHAND LODHA
Chairperson
DIN:01534269
Date: 01/08/2023
Place: Chennai
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Fifth Annual Report
together with Audited accounts for the year ended 31.03.2015.
FINANCIAL RESULTS:
The summarized financial results for the year ended 31.03.2015 and for
the previous year 31.03.2014 are as under:
Financial Results Amount (In INR)
31st March, 2015 31st March, 2014
Income 18,876,198 105,158,537
Less: Expenditure 18,806,927 108,890,179
Profit/(Loss) before tax 69,271 (37,31,642)
Less: Current Tax 152,000 875,000
Less: Deferred Tax (144,012) (43,455)
Profit/(Loss) after tax 61,283 (45,63,1877
STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:
The Company is trading in ready to eat food products and processed
foods. There is no change in the nature of business during the year
under review.
DIVIDEND:
In order to plough back the profits, the directors do not recommend any
dividend for the year.
DEPOSITS:
The company has not accepted or invited any deposits under the
provisions of the Companies Act, 2013, and rules related thereto.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT 9 for the year ended
31.03.2015 is attached as Annexure "A".
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
The Company is not having any subsidiary, associate and joint venture
company. Hence, the reporting under this clause does not arise.
MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments which could affect the Company''s
financial position have occurred between the end of the financial year
of the Company and the date of this report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:
The Company has advanced loans and made investment during the year
under review in Compliance with provisions of Section 186 of the Act.
SHARE CAPITAL:
The Company during the year under review has not issued any Sweat
Equity Shares or Shares with Differential Rights or under Employee
Stock Option Scheme nor did it Buy Back any shares.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company comprises of Six Directors out of
which two are Independent Director, two are non-executive promoter
director, one is executive promoter director and one is non-executive
non independent director.
a. APPOINTMENT / RE-APPOINTMENT:
In order to comply with provisions of Section 149 and Clause 52 of the
Listing Agreement, the Board of Directors at their meeting held on 30th
March, 2015 and based on the recommendation of the Nomination and
Remuneration Committee, appointed Smt. Kushbu as Additional / Woman
Director of the Company with effect from 30th March, 2015. Pursuant to
Section 161 of the Companies Act, 2013, she holds office upto the date
of ensuing Annual General Meeting. Your Board recommends her
continuation as Director of the Company.
b. KEY MANAGERIAL PERSONNEL:
In order to comply with the provisions of Section 203 of Companies Act,
Shri. Nitesh Ratanchand Lodha, Managing Director of the Company was
designated as Key Managerial Personnel and Shri. Kishan Sunil Bhagat
was appointed as Chief Financial Officer (CFO) with effect from 30th
March, 2015. However, Mr. Kishan Sunil Bhagat resigned w.e.f.
16.08.2015
c. BOARD MEETINGS:
Eleven Board Meetings were held during the year under review and the
gap between two meetings was not more than 120 days.
d. DECLARATION RECEIVED FROM INDEPENDENT DIRECTOR ON ANNUAL BASIS:
As required under Section 149(7) all the Independent Directors of the
Company have submitted their annual declaration stating that they meet
the criteria of independence as stated Section 149(6) of the Companies
Act, 2013.
e. COMMITTEES OF THE BOARD:
During the year under review, the terms of reference of the Committee
were aligned with the requirements of Clause 52 of the Listing
Agreement and the provisions of Companies Act, 2013. A detailed note on
the Committees of the Board of Directors is given in the Corporate
Governance Report forming part of the Annual Report.
f. BOARD EVALUATION
Pursuant to Section 134 of Companies Act, 2013 the Board of Directors
has carried out annual performance evaluation of the Board, its
Committees, and Directors individually, as per the criteria laid down
by the Nomination and Remuneration Committee.
Accordingly, the Independent Directors of the Company at their separate
meeting evaluated the performance of non-independent directors and the
Board as a whole. They also evaluated the performance of Chairman of
the Company and flow of information from the Management to the Board.
DIRECTORS'' RESPONSIBILITY STATEMENT:
To the best of their knowledge, belief and according to the
information''s and explanations obtained by them, the Directors pursuant
to Section 134 of the Companies Act, 2013 hereby state that:
1) in the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departures have been made
for the same.
2) the directors had selected appropriate 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 of the
Company for the year ended 31st March 2015.
3) the directors had taken proper and sufficient care for 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,
4) the annual accounts have been prepared the annual accounts on a
going concern basis
5) the directors, had laid down proper and sufficient internal
financial controls and policies and procedures of such internal
financial controls are adequate and 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.
AUDITORS:
M/s. Krishnan & Giri, Chartered Accountants, Chennai (FRN: 001512S),
Statutory Auditors of the company, were appointed in the 4th Annual
General Meeting of the Company for a term of five years from the
conclusion of the said Annual General Meeting as per the provisions of
Companies Act, 2013, subject to ratification by shareholders in every
subsequent Annual General Meeting. The Board of Directors recommends
the Shareholders to ratify the appointment of Statutory Auditors for
the financial year 2015-2016 and fix their remuneration.
REPLY TO AUDITORS REMARK:
S.No Auditors remark Reply
1. According to the information and explanations The Company is taking
given to us, excepting income tax dues of Rs. necessary steps to
1,20,420/- for Assessment year 2012-13 and remit the same.
TDS of Rs.2,40,416/- (TDS of Rs.2,40,416/- has
been paid subsequently before completion of
the audit) there are no other arrears of
undisputed statutory dues including Income
Tax, Sales Tax, Customs Duty, Provident Fund
and Employees'' State Insurance outstanding as
on 31st March, 2015 for a period of more than
six months from the date they became payable.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013, read
with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company engaged the services of
M/s. A.KJAIN & ASSOCIATES, Company Secretaries in Practice, Chennai to
conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is
attached as Annexure "B" to this Report.
COMMENTS ON SECRETARIAL AUDITORS'' REPORT
The Company is taking necessary steps to comply with the provisions of
Section 149, 203 of the Companies Act, 2013 and the Listing Agreement.
The Board of Directors will ensure that the necessary forms are filed
with the Registrar of Companies wherever applicable.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not received any significant and material orders passed
by the regulators or courts or tribunals impacting the going concern
status and Company''s operation in future.
PARTICULARS OF EMPLOYEES:
None of the employees draws remuneration of Rs. 500,000/- or above per
month and Rs. 6,000,000/- or above per year. Hence, details of the
employees of the Company as required pursuant to 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not furnished.
Having regard to the provisions of Section 136(1) read with its
relevant proviso of the Companies Act, 2013, the disclosure pertaining
to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014,
forming part of the Annual Report, is available for inspection at the
registered office of the company during working hours. Any member
interested in obtaining such information may write to the Company
Secretary and the same will be furnished without any fee and free of
cost.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND
OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is annexed herewith as Annexure - "C. "
RELATED PARTY TRANSACTIONS:
The transaction with the related parties entered into during the period
under review had been in the ordinary course of business and at arm''s
length basis. The details of related party transaction pursuant to
clause (h) of sub -section 134 of the Act, is enclosed in Form AOC-2 as
Annexure - "D"
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report, emphasizing the business
details, is attached and forms part of the report.
CORPORATE GOVERNANCE
The Report on Corporate Governance and Auditors certificate on
Compliance with the Code of Corporate Governance are provided and forms
part of this report.
LISTING WITH STOCK EXCHANGE
The Company''s equity shares are listed in BSE SME Platform.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 pertaining to
Corporate Social Responsibility are not applicable to the Company.
VIGIL MECHANISM:
In Compliance of Section 177 of Companies Act, 2013 and in terms of
Clause 52 of the Listing Agreement, the Company has set up a Whistle
Blower policy. In terms of the said policy the Directors and employees
are given direct access to the Chairman of the Audit Committee to
report genuine concerns or grievances. Adequate safeguards are in place
against victimization of employees who availed the mechanism.
RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company. The Audit Committee has also revisited the Risk Management
Policy and has taken steps to strengthen the Risk Management process in
keeping with the changes in the external environment and business
needs.
The Company''s internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. In
addition to the Internal Control Systems, the Board has laid emphasis
on adequate Internal Financial Controls to ensure that the financial
affairs of the Company are. carried out with due diligence. These are
routinely tested and certified by the Internal Auditors. Significant
audit observations and follow up actions thereon are reported to the
Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROBATION 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 Workplace
(Prevention, Prohibition and Redressal), Act, 2013. During the year
under review no complaints have been received.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their thanks to the
Shareholders, Customers, Suppliers Banks and Government for their
valuable assistance and support.
Your Directors wish to place on record their appreciation of the
sincere efforts put in by the employees of the Company at all levels.
On Behalf of the Board
For RCL RETAIL LIMITED
Sd/- Sd/-
Place: Chennai Nitesh R Lodha Vimal Chand Chordia
Date: 14.11.2015 Managing Director Director
Mar 31, 2014
Dear Members,
The Directors are pleased to present the Fourth Annual Report of your
Company together with the Audited Statement of Accounts and the
Auditors'' Report of your company for the financial year ended, 31st
March, 2014.
The summarized financial results for the year ended 31st March, 2014
are as under:
FINANCIAL RESULTS:
Financial Results (Rs. In ''000)
31st March 31st March,
2014 2013
Profit/(Loss) before Interest, (432 14) 494170
Depreciation & Tax f )
Less: Interest 2803.13 1763.43
Profit/(Loss) before Depreciation & (3235.27) 3178.27
Tax
Less: Depreciation 496.37 613.181
(3731.64)
PROFIT/(LOSS) FOR THE YEAR 2565.09
BEFORE EXCEPTIONAL ITEMS .
PROFIT/(LOSS ) FOR THE YEAR (3731.64) 2565.09
BEFORE TAX
Less: Tax 875.00 975.00
(43.46) (77.66)
Less: Provision for Deferred
Taxation
Profit/(Loss) after tax (4563.19) 1667.74
REVIEW OF OPERATION:
During the year under review, the Company has achieved a sales turnover
of Rs.9,80,82,182/- which is almost double the time of sales figure
comparing to the previous year. Your Directors are continuously looking
for avenues for future growth of the Company in Retail industry.
DIVIDEND:
Your Directors do not recommend any dividend for the year under review.
DEPOSITS:
Your Company has neither invited nor accepted deposits from the public.
AUDITORS:
M/s. Krishnan & Giri., Chartered Accountants, Chennai who are the
statutory auditors of the Company, hold office till the conclusion of
the forthcoming AGM and are eligible for re-appointment. M/s. Krishnan
& Giri., Chartered Accountants, Chennai have confirmed that the
re-appointment, if made would be within the prescribed limits under
Section 141 of the Companies Act, 2013.
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made thereunder, it is proposed to appoint M/s. M/s.
Krishnan & Giri., Chartered Accountants, Chennai as statutory auditors
of the Company from the conclusion of the forthcoming AGM till the
conclusion of the twenty-Seventh AGM, subject to ratification of their
appointment at every AGM.
The Board recommends their reappointment as Statutory Auditors of the
Company. The report of Auditors and notes forming part of the Accounts
are attached along with the Annual Report.
As far as para 9(a) of Auditors report is concerned, your company is
taking steps to make statutory payment to the authorities.
DIRECTORS:
The Companies Act, 2013 provides for appointment of Independent
Directors. As per Section 149, Independent Directors shall hold office
for a term of upto 5 (five) consecutive years on the Board of a
Company; and shall be eligible for re-appointment on passing a special
resolution by the shareholders of the company. Further the Act provides
that, no independent director shall be eligible for more than two
consecutive terms of five years & the provision of the Companies Act,
2013 on retirement by rotation shall not apply to such independent
Directors.
Pursuant to the notification of Section 149 and other applicable
provisions of the Companies Act, 2013 read with Rules thereon, your
Directors are seeking appointment of Mr. Ganpath Raj Kothari and Mr.
Vimal chand Chordia, as Independent Directors for five consecutive
years. The aforesaid non-executive independent directors have given
their consent to act as Independent Directors of the company and made a
declaration that they meet the criteria of Independence.
Mr. Suresh Jain and Mr. Kamalesh Jain were appointed as additional
directors during the period under review. Your Board recommend for
their confirmation as directors liable to retire by rotation.
Mr. Shreyans Lodha and Mr. Pramod Kumar Agarwal resigned during the
period under review.
The profile of the Directors seeking appointment / reappointment and
other information have been detailed in the Notice. Your Board
recommends the above appointments/reappointment of Directors in the
best interest of the Company.
LISTING FEES:
Your Company paid the Listing Fees to the Exchange for the year 2014-15
in terms of listing agreement entered with the said Stock Exchange.
Your company utilized the issue proceeds so far for the purpose of
establishing two retail outlets out of eight retail outlets as per its
public issue objects. As regards setting up of food grain processing
unit it is observed that due to increased urbanization and migration,
the location of the property owned by the company has turned out to be
a residential place, consequently your company has received severe
objects from the locality and therefore it has become unfit for our
object. In addition to that, the cost required for converting the land,
leveling, fencing and construction of factory building is also
increased than estimated and thus the project at the said premises is
not feasible due to escalation of costs and objections.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 52 of the Listing Agreement with the Stock
Exchange, the Management Discussion and Analysis of the financial
condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of the Directors'' Report.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your directors state;
a. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit of the company for the period;
c. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. that the directors had prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES:
No employee is in receipt of remuneration in excess of limits
prescribed under 217(2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Being Retail Company, the company has no activity in relation to
conservation of energy and technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The company has not earned or spent any foreign exchange during the
year under review.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding the compliance with conditions of
Corporate Governance as also the Management Discussion and Analysis
Report as stipulated under Clause 52 of the Listing Agreement are
annexed to this Report.
DEPOSITORY SYSTEM
Your Company''s Shares are under compulsory demat mode and members are
requested to dematerialize their shares for operational convenience.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended from time to time, the code of conduct
for prevention of insider trading and the code for corporate
disclosures are in force.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is commitment of the Company to improve
the quality of life of the workforce and their families and also the
community and society at large. The Company believes in undertaking
business in such a way that it leads to overall development of all
stake holders and society.
CHANGE OF NOMENCLATURE "REMUNERATION COMMITTEE" TO "NOMINATION &
REMUNERATION COMMITTEE"
In terms of Section 178 of the Companies Act, 2013 & other applicable
provisions, if any, Board of Directors at the Board Meeting held on
30.05.2014 has renamed the existing "Remuneration Committee" of the
Board of Directors as "Nomination & Remuneration Committee". There was
no change in the members of the Committee.
CHANGE OF NOMENCLATURE "INVESTOR GRIEVANCE & SHARE TRANSFER COMMITTEE"
TO "STAKEHOLDERS RELATIONSHIP COMMITTEE"
In terms of Section 178 of the Companies Act, 2013 & other applicable
provisions, if any, Board of Directors at their meeting held on
30.05.2014 renamed the existing "Investor Grievance & Share Transfer
Committee" as "Stakeholders Relationship Committee".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, as required under the
Listing Agreement is enclosed in this Annual Report and forms part of
this Report.
ACKNOWLEDGMENT:
Your Directors place on record their appreciation for the continued
co-operation extended to the Company by its Bankers, Shareholders and
the employees of the Company.
By order of the Board
For RCL RETAIL LIMITED
Sd/- Sd/-
Managing Director Director
Place: Chennai
Date: 05.09.2014
Mar 31, 2013
To The Members of RCL Retail Limited
The Directors are pleased to present the Third Annual Report of your
Company together with the Audited Statement of Accounts and the
Auditors'' Report of your company for the financial year ended, 31st
March, 2013.
The summarized financial results for the year ended 31st March, 2013
are as under:
FINANCIAL RESULTS:
Financial Results (Rs. In ''000)
31st March, 31st March,
2013 2012
Profit/(Loss) before Interest, 4941.70 2742.92
Depreciation & Tax
Less: Interest 1763.43 900.89
3178.27 1842.03
Profit/(Loss) before
Depreciation & Tax
Less: Depreciation 613.181 686.08
PROFIT/(LOSS) FOR THE YEAR 2565.09 1155.95
BEFORE EXCEPTIONAL ITEMS 2565.09 1155.95
PROFIT/(LOSS ) FOR THE YEAR
BEFORE TAX
Less: Tax 975.00 475.00
(77.66) (80.27)
Less: Provision for Deferred
Taxation
Profit/(Loss) after tax 1667.74 761.22
REVIEW OF OPERATION:
During the year under review, the Company has earned a profit before
Interest, Depreciation & Tax of Rs. 49,08,736/- comparing to previous
year Rs. 27,42,920- . The net profit for the year under review has
been Rs.16,67,744/- comparing to the previous year net profit Rs.
7,61,223/- Your Directors are continuously looking for avenues for
future growth of the Company in Retail industry.
DIVIDEND:
Your Directors do not recommend any dividend for the year under review.
DEPOSITS:
Your Company has neither invited nor accepted deposits from the public.
AUDITORS:
The retiring auditors M/s. Krishnan & Giri, Chartered Accountants,
Chennai have expressed their willingness to be appointed as a statutory
auditors of the Company and confirmed that if appointed, there
appointment would be within the limits prescribed under section 224 (1
B) of the Companies Act, 1956.
DIRECTORS:
In accordance with Section 255 and 256 of the Companies Act, 1956 read
with the Articles of Association of the Company, Mr. Vimal Chand
Chordia, and Mr. Pramod Kumar Agarwal, Non-Executive Independent
Director, retire by rotation and are being eligible offer themselves
for re- appointment at the ensuing Annual General Meeting.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 274(1)(g) of
the Companies Act, 1956.
COMPANY SECRETARY:
Mr. M. Devendiran, the company secretary has resigned from the company
on 31.03.2013. Your directors taking steps to appoint qualified company
secretary in his place.
LISTING ON SME PLATFORM OF THE BSE LIMITED:
Yours Directors are pleased to inform you that your Company got listed
its equity shares with the SME Platform of the BSE Limited in October
2012 and the trading of our equity shares began w.e.f 16.10.2012.
Your Company paid the Listing Fees to the Exchange for the year 2012-13
as well as 2013 to 2014 in terms of listing agreement entered with the
said Stock Exchange.
Your company utilized the issue proceeds for the purpose of
establishing two retail outlets out of eight retail outlets as per its
public issue objects. As regards setting up of food grain processing
unit it is observed that due to increased urbanization and migration,
the location of the property owned by the company has turned out to be
a residential place, consequently your company has received severe
objects from the locality and therefore it has become unfit for our
object. In addition to that, the cost required for converting the land,
leveling, fencing and construction of factory building is also
increased than estimated and thus the project at the said premises is
not feasible due to escalation of costs and objections.
The proceeds of the issue have been utilized as under:
Gross Proceeds of the Issue 58,050,500
Advance to Suppliers & Others 49,027,500
Security Deposits 1,000,000
Investment in Securities 8,022,500
Total 58,050,000 58,050,500
Unutilized amount NIL
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 52 of the Listing Agreement with the Stock
Exchange, the Management Discussion and Analysis of the financial
condition and results of consolidated operations of the Company under
review, is annexed and forms an integral part of the Directors'' Report.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 217(2AA) of the Companies
Act, 1956, your directors state;
a. that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
b. that the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit of the company for the period;
c. that the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. that the directors had prepared the annual accounts on a going
concern basis.
PARTICULARS OF EMPLOYEES:
No employee is in receipt of remuneration in excess of limits
prescribed under 217(2A) of the Companies Act, 1956.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Being Retail Company, the company has no activity in relation to
conservation of energy and technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The company has not earned or spent any foreign exchange during the
year under review.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding the compliance with conditions of
Corporate Governance as also the Management Discussion and Analysis
Report as stipulated under Clause 52 of the Listing Agreement are
annexed to this Report
ACKNOWLEDGMENT:
Your Directors place on record their appreciation for the continued
co-operation extended to the Company by its Bankers, Shareholders and
the employees of the Company.
By order of the Board
For RCL RETAIL LIMITED
Sd/- Sd/-
Nitesh R Lodha Shreyans R Lodha
Managing Director Director
Place: Chennai
Date: 30.05.2013
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