To
Dear Members,
The Directors take pleasure in presenting the 41st Annual Report of Raasi
Refractories Limited along with the audited financial statements for the financial year
ended 31st March 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS : Amount in lacs
| Particulars |
Year ended |
|
2022-23 |
2021-22 |
| Revenue from |
|
|
| (^Derations |
5,906.52 |
6,289.30 |
| Other Income |
5.90 |
5.25 |
| Total Income |
5912.42 |
6294.55 |
| Less: Expenses Profit/Loss before |
5,582.54 |
5,967.85 |
| Interest, Depreciation, Extraordinary |
|
|
| Items & Tax |
329.88 |
326.70 |
| Less: Interest |
182.95 |
2TE35" |
| Profit/Loss before Depreciation, Extraordinary |
|
|
| Items & Tax |
146.92 |
85.31 |
| Less: Depreciation |
43,12 |
28.90 |
| Profit/Loss before Extraordinary |
|
|
| Items & Tax |
103.80 |
56.41 |
| Extraordinary Items |
|
|
| Profit before tax |
103.80 |
56.41 |
| Less: Current I ncomeTax |
10.00 |
|
| Less: Previous year Tax, |
|
(5.07) |
| Less: DeferredTax |
7.37 |
53.59 |
| Net Profit/Loss |
|
|
| after Tax |
86.43 |
115.06 |
| Other Comprehensive Income |
|
|
| Total Comprehensive Income |
86.43 |
115.06 |
Earnings per share
| i) Basic |
1.83 |
2.44 |
| ii) Diluted |
1.83 |
2.44 |
1. OPERATIONAL PERFORMANCE
During the year under review, your company’s total revenue during the financial
year 2022-23 has fallen down to Rs. 5,912.42/- (in lakhs) from Rs. 6,294.55/- (in lakhs)
earned during the corresponding period of previous year and profit after tax
("PAT") for the year recorded Rs. 86.43/- (in lakhs) against the previous year
PAT of Rs. 115.06/- (in lakhs).
2. DIVIDEND
The company intends to retain its profits and deploy the same in the business.
Hence, the Board has not recommended any dividend for the Financial Year 20222023.
3. TRANSFER TO RESERVES
The Board of Directors does not recommend any transfer of funds to the General Reserve.
4. DEPOSITS
The company has not accepted any deposits during the financial year under review.
5. SHARE CAPITAL
During the financial year under review, there has been no change in the authorized
capital of the company. The Company has not issued any debentures, bonds or any
nonconvertible securities during the financial year under review.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments have occurred after the close of the year under
review till the date of this Report which affect the financial position of the Company.
7. MANAGEMENT DISCUSSION AND ANALYSIS
Business Overview and Outlook and the state of the affairs of the Company and the
Industry in which it operates, is discussed in detail in the section relating to
Management Discussion & Analysis which forms part of this Report.
8. CHANGE IN NATURE OF BUSINESS
There has been no change in the nature of business carried on by the Company during the
year under review.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no materially significant related party transactions entered by the Company
during the year with the Promoters, Directors, Key Managerial Personnel or other persons
which may have a potential conflict with the interest of the Company. Members may refer to
the Financial Statement which sets out related party disclosures pursuant to Ind AS.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors
to the best of their knowledge and ability confirm as under:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
b) We have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at 31st March, 2023 and of the profit of the
Company for the financial year ended 31st March, 2023;
c) We 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;
d) The annual accounts have been prepared on a going concern basis
e) The Company had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;
f) We have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186;
During the period under review, the Company has not given any loans, guarantees and
Investments as specified under Section 186 of Companies Act, 2013
13. DIRECTORS AND KEY
MANAGERIAL PERSONNEL:
The following are the Directors of the Company as on date of this report:
1. Sri. Konda Venkanna
2. Sri. Laxmaiah Konda
3. Smt. Konda Soujanya
4. Sri Satyanarayana Kapuganti
5. Sri Suresh Silumula
6. Sri Rajendra Prasad Kandikattu
14. APPOINTMENT & CESSATION:
Pursuant to the provisions of the Companies Act, 2013 and the rules framed there under
and Articles of Association of the Company, Smt. Soujanya Konda (DIN:01 263927) Director
of the company is liable to retire by rotation, at the ensuing Annual General Meeting and
being eligible has offered herself for reappointment. The Nomination and Remuneration
Committee and Board of Directors have recommended their re-appointment for the approval of
the shareholders of the Company in the forthcoming Annual General Meeting of the Company.
The term of Independent directors of the company, Sri Satyanarayana Kapuganti (DIN:
07959357) & Sri Suresh Silumula (DIN: 07957786) has come to conclusion. After taking
into account the performance evaluation, during their first term of five years and
considering
the knowledge, acumen, expertise and experience in respective fields and the
substantial contribution made by them during his tenure as an Independent Directors since
their appointment and based on recommendations of the Nomination and Remuneration
Committee, the Board approved the reappointment of Sri Satyanarayana Kapuganti & Sri
Suresh Silumula as the Independent Directors for the second term of five consecutive years
with effect from 30th September, 2023, subject to approval of shareholders at the ensuing
Annual General Meeting (AGM) of the Company.
Based upon the declarations received from the Independent Directors, the Board of
Directors has confirmed that they meet the criteria of independence as mentioned under
section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations and that
they are independent of the management.
None of the directors are disgualified for being appointed as Director as specified in
Section 164(2) of the Act & Rule 14(1) of the Companies (Appointment and Qualification
of Directors) Rules, 2014.
15. POLICY ON DIRECTORS
APPOINTMENT AND
REMUNERATION AND OTHER DETAILS
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy which lays down a framework in relation to selection, appointment and
remuneration to directors, key managerial personnel and senior management of the Company.
The Company’s policy on directors and KMP appointment and remuneration and other
matters provided in section 178(3) of the Act is hosted on the website of the company.
16. MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, the Board duly met 9 (nine) times. The maximum
gap between any two consecutive Board meetings does not exceed 120 days.
The following are the dates of meetings of the Board of Directors which were held
during the period under review:
1. 16th April, 2022
2. 04th May, 2022
3. 02nd June, 2022
4. 14th August, 2022
5. 05th September, 2022
6. 20th October, 2022
7. 14th November, 2022
8. 14th February, 2023
9. 29th March, 2023
17. AUDIT COMMITTEE
The Company has in place an Audit Committee in terms of the reguirements of the
Companies Act, 2013 read with the Rules made thereunder and Regulation 18 of the SEBI
(LODR) Regulations, 2015.
18. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and
pursuant to the provisions of SEBI (Listing Obligations and Disclosure Reguirements)
Regulations, 2015 the Company has established a mechanism through which all the
stakeholders can report the suspected frauds and genuine grievances to the appropriate
authority. The Whistle Blower Policy which has been approved by the Board of Directors of
the Company has been hosted on the website of the Company. During the year under review
the Company has not received any complaint(s) under the said policy
19. RISK MANAGEMENT
The Board of the Company has framed a policy to implement and monitor the risk
management plan for the Company and ensuring its effectiveness.
The Board oversees the Risk Management process including risk identification, impact
assessment, effective implementation of the mitigation plans and risk reporting. The Audit
Committee has additional oversight in the area of financial risks and controls. Major
risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.
20. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls commensurate with the
size, scale and complexity of its operations. The Company has policies and procedures in
place for ensuring proper and efficient conduct of its business, the safeguarding of its
assets, the prevention and detection of frauds the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information.
21. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with applicable provisions of the Secretarial Standards issued
by the Institute of Company Secretaries of India and approved by the Government of India
under Section 118(10) of the Companies Act, 2013.
22. EXTRACT OF ANNUAL RETURN (MGT-9)
Pursuant to Section 92 (3) of the Companies Act, 2013, a copy of Annual Return for the
financial year ended 31st March, 2023 has been placed on the website of the
company i.e., http:// www.raasi.in/
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
There are no significant and material orders passed by the Regulators/
Courts that would impact the going concern status of the Company and its future
operations during the period under review.
24. STATUTORY AUDITOR AND THEIR REPORT
At the Thirty-Seventh AGM held on September 30, 2019 the Members approved appointment
of M/s VMM & Co., Chartered Accountants (Firm Registration No. 014297S) as Statutory
Auditors of the Company to hold office for a period of five years from the conclusion of
that AGM till the conclusion of the Annual General Meeting to be held in the financial
year 2024, subject to ratification of their appointment by Members at every AGM, if so
required under the Act. The requirement to place the matter relating to appointment of
auditors for ratification by Members at every AGM has been done away by the Companies
(Amendment) Act, 2017 with effect from May 7, 2018.
Further, the Auditors Report does not contain any qualification, reservation or adverse
remark. The Auditors Report along with the financial statements forms part of this report.
The present auditors have expressed their unwillingness to continue as Statutory
Auditors of the Company. Their resignation will be effective from 1st of
September, 2023.
Thus the Board on recommendation of Audit Committee has approved the appointment of
M/s. Narasimha Rao and Associates, Chartered Accountants (FRN: 02316S) who have expressed
their willingness as Statutory Auditors of the Company for a period of five (5) years i.e.
from the conclusion of this Annual General Meeting till the conclusion of Annual General
Meeting of the Company to be held in the year 2028. They have provided an eligibility
certificate confirming that they have complied with conditions as stipulated under section
141 ofthe Companies Act, 2013, if appointed. Accordingly, requisite resolution forms part
of the notice convening the AGM.
25. SECRETARIAL AUDIT
As per the provisions of Section 204(1) of the Companies Act, 2013, the Company has
appointed Mr Pavan Kumar Bhattiprolu, Proprietor, BPK Associates, Company Secretaries, to
conduct Secretarial Audit of the records and documents of the Company for the Financial
Year 2022-23.
The Secretarial Audit Report for the Financial Year ended 31st March, 2023 in Form MR-3
is annexed to the Directors Report - Annexure - II and forms part of this Report.
26. CORPORATE SOCIAL
RESPONSIBILITY
The provisions relating to section 135 of the Companies Act, 2013 are not applicable to
the company for the period under review.
27. FAMILIARIZATION PROGRAMME
The details of the familiarization programme formulated for Independent Directors is
hosted on the Company’s website and the web link thereto is www.raasi.in
28. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The company does not attract the provisions of section 125(2) of the Companies Act,
2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(‘the Rules’) for the financial year under review.
29. REPORTING OF FRAUDS BY AUDITORS
The Statutory Auditors of the Company have not reported any fraud to the Audit
Committee as specified under section 143(12) of the Act, during the year under review.
30. HUMAN RESOURCES
Many initiatives have been taken by the Company to support business through
organizational efficiency, process change support and various employee engagement
programmes which has
helped the Organization achieve higher productivity levels. A significant effort has
also been undertaken to develop leadership as well astechnical/functional capabilities in
order to meet future talent requirement.
31. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act,
2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the
Annexure I forming part of this Report.
32. PROTECTION OF WOMEN AT WORK PLACE
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various policies and practices. Company
always endeavours to create and provide an environment that is free from discrimination
and harassment including sexual harassment.
Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace which
aims at prevention of harassment of employees and lays down the guidelines for
identification, reporting and prevention of undesired behaviour.
The Company has not received any complaints on sexual harassment during the financial
year under review.
33. COST AUDIT
The Requirement of Cost Audit as prescribed under the provisions of section 148 (1) of
the Companies Act, 2013 is not applicable to the company during the period under review.
34. PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purview
of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and has not paid any remuneration to the directors of the Company
during the Financial year 2022-2023.
Hence, Disclosures with respect to the remuneration of directors and employees as
required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable.
35. MISCELLANEOUS
No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the 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 is not applicable.
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable.
36. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Companies Act,
2013 read with the Rules framed thereunder and SEBI (LODR) Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
In a separate meeting of Independent Directors, performance of nonindependent
directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
37. APPRECIATION
Your Directors wish to place on record their appreciation to employees at all levels
for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of
the employees have enabled the Company to remain stable, despite increased competition
from several existing and new players.
38. ACKNOWLEDGEMENTS
The Board desires to place on record its sincere appreciation for the support and
cooperation that the Company received from the suppliers, customers, strategic partners,
Bankers, Auditors, Registrar and Transfer Agents and all others associated with the
Company. The Company has always looked upon them as partners in its progress and has
happily shared with them rewards of growth. It will be the Company’s endeavor to
build and nurture strong links with trade based on mutuality, respect and co-operation
with each other.
| By order of the Board For RAASI REFRACTORIES LIMITED |
|
|
Sd/- |
|
VENKANNA KONDA Director DIN:05119181 |
| Place : Hyderabad Date : 02-09-2023 |
Sd/- LAXMAIAH KONDA Managing Director DIN: 00573281 |
+91-9892691696
