To,
The Shareholders,
Rajlaxmi Industries Limited
The Directors have pleasure in presenting their 32nd Annual Report of the
Company together with the Audited Statement of Accounts for the year ended 31st March,
2017.
FINANCIAL RESULTS:
The Financial Results are stated as under:
|
|
(Amount in Rs.) |
| PARTICULARS |
Year Ended 31.03.2017 |
Year Ended 31.03.2016 |
| Sales & Operating Income |
8,629,125 |
54,613,595 |
| Other Income |
4,652,444 |
6,237,940 |
| Total Expenditure with Depreciation |
13,225,061 |
60,347,050 |
| Gross Income/ (Loss) before Taxation |
56,508 |
504,485 |
| Provision for Taxation |
54,808 |
155,886 |
| Net Profit |
1,700 |
348,599 |
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis as required by the Listing Regulations is
incorporated herein by reference and forms an integral part of this report as
‘Annexure 1.
OPERATIONS:
The Company has earned profit after tax of Rs. 1,700/- during the current financial
year 2016-17 as against Rs. 348,599/- earned during the previous financial year 2015-16.
Profit before tax is 56,508/- as compared to 504,485 /- in previous year.
DIVIDEND:
In view of the carry forward losses incurred in the earlier years and pursuant to
section 123 of the Companies Act, 2013, the board regrets its inability to declare any
dividend for the year under review.
SHARE CAPITAL:
During the year under review, the Companys share capital remained unchanged. The
Authorised Share Capital of the Company is Rs. 31,00,00,000 (Rs. Thirty One Crores only)
divided into 31,00,00,000 (Thirty One Crores) Equity Shares of Rs. 1/- each The Issued,
Subscribed & Paid-up Share capital of the Company stands at Rs. 31,00,00,000 (Rs.
Thirty-One Crores only).
BUSINESS OVERVIEW DURING THE YEAR/STATE OF COMPANYS AFFAIR:
The year under reference was a year of struggle for the company as the Companies
performance has been decline this year in comparison to last financial year due to high
competition and regular change in demand of the customers day by day. As the Company is in
the process to settle in the business of textile and readymade garments sector by
wholesale trading of fabrics. Your Directors felt that this step would act as a prelude to
a full-fledged exposure in the sector.
The trading operations (sale) has reduce and margins/profit of the company has also
decline of the Company and your Directors are planning to overcome with this problem by
launching new policies and technique to be in competition in textile sector in near
future. Your Company used its resources judiciously during the year. Surplus funds parked
as short-term loans have generated other income.
The current year, so far, have not witnessed any significant jump in terms of textile
business. However, your Directors are continuously looking for new avenues for the future
growth of the Company and look forward to a robust growth. Sustained efforts of the Board
would hopefully mitigate the accumulated losses of the Company as quickly as possible.
TRANSFER TO RESERVES:
Your Company has not transferred any amount the reserve & Surplus.
COMPANYS AFFAIR DURING THE YEAR:
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE;
The Bombay Stock Exchange Ltd. vide its Order Number L/DOSS/PK/INV/COM/512319/1 dated
August 24, 2015 regarding suspension of trading in the Securities of the Company w.e.f.
August 27, 2015.
The Board of your company taken on records all the notices of the Exchange and Board
will shortly start the process to Revocation of suspension and for regular trading of the
securities of the Company on the Stock Exchange.
DEPOSITS:
As on 31.03.2017, the company held no deposit in any form from anyone. There was no
deposit held by the company as on 31.03.2017, which was overdue or unclaimed by the
depositors. For the present the broad of directors have resolved not to accept any
deposits from public.
LISTING:
The equity shares of the Company are listed at the Bombay Stock Exchange Limited.
Listing Agreement:
During the year, SEBI notified the Listing Regulations and the same were effective
December 1, 2015. The Listing Regulations aim to consolidate and streamline the provisions
of the erstwhile listing agreement for different segments of capital markets to ensure
better enforceability. In terms of the Listing Regulations, all listed entities were
required to enter into a new listing agreement with the stock exchanges.
In compliance with the requirement, the Company has executed the listing agreement with
the BSE Limited.
CORPORATE GOVERNANCE:
As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the
company has been adhering to the directions and guidelines as required. The report on the
code of corporate governance is annexed separately in this Annual report.
BOARD OF DIRECTORS AND KMP:
During the financial year the following changes took place:
• Vinay Kumar resigned from the post of CFO w.e.f 28.05.2016
• Dharamnath Singh and Sonam Sharma regularised at the Annual General Meeting held
on 30.09.2016.
BOARD EVALUATION:
The Board shall monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of independent directors shall
be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The evaluation process has been explained in
the corporate governance report section in this Annual Report. The Board approved the
evaluation results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 times during the financial year, the details of which are given in the
corporate governance report that forms part of this Annual Report. The intervening gap
between any two meetings was within the period prescribed by the Companies Act, 2013.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directors
to maintain the independence of the Board and separate its functions of governance and
management. As on March 31, 2017, the Board consists of 3 members. Out of which one is the
Managing Director, two Independent Directors including one Women Independent Director Ms.
Sonam Sharma on the Board of the Company.
The policy of the Company on directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013,
adopted by the Board, are stated in this Board report. We affirm that the remuneration
paid to the directors if any is as per the terms laid out in the nomination and
remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS:
Every new independent director of the Board attended an orientation program. To
familiarize the new inductees with the strategy, operations and functions of our Company,
the executive directors / senior managerial personnel make presentations to the inductees
about the Companys strategy, operations, product and service offerings, markets, software
delivery, organization structure, finance, human resources, technology, quality,
facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and
Independent Directors:
a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) Provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a
formal letter of appointment outlining his/her role, functions, duties and
responsibilities as a director.
COMMITTEES OF THE BOARD:
Currently, the Board has three committees:
1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stakeholders
Relationship & Share Transfer Committee.
A detailed note on the Board and its committees is provided under the corporate
governance report section in this Annual Report.
COMPENSATION POLICY FOR THE BOARD AND SENIOR MANAGEMENT:
Based on the recommendations of NRC, the Board has approved the Remuneration Policy for
Directors, Key Managerial Personnel (KMP) and all other employees of the Company. As part
of the policy, the Company strives to ensure that:
The Remuneration Policy for Directors, KMP and other employees was adopted by the Board
during the F.Y. 2014-15, during the year, there have been no changes to the Policy.
During the year Company has not paid any remuneration to any Directors, Key Managerial
Personnel (KMP).
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and SEBI LODR Regulations, 2015.
INDEPENDENT DIRECTORS DECLARATIONS:
In the opinion of the Board, the independent directors are, individually, person of
integrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared
that:
1. They are not a promoter of the Company or its holding, subsidiary or associate
company;
2. They are not directors in the company, its holding, subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company, its
holding, subsidiary or associate company, or their promoters, or directors, during the two
immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniary
relationship or transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to two percent. or more of its gross
turnover or total income or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial years or during the
current financial year;
5. Independent Director, neither himself nor any of his relatives—
• holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed;
• is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of—
• a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company;
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE
COMPANIES ACT, 2013:
The financial statements are prepared in accordance with the Generally Accepted
Accounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of the
Companies Act, 2013 (the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014,
the provisions of the Act (to the extent notified) and guidelines issued by the Securities
and Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoption
of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31, 2017,
the applicable accounting standards have been followed.
2. The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards 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.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls, which are adequate and are
operating effectively.
6. The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
The Companys operations do not require any disclosure of particulars of conservation
of energy and technology absorption prescribed by the rules are not applicable.
FOREIGN EXCHANGE EARNING:
The Company has no foreign exchange inflow or outflow during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not met any of the criteria mentioned in Section 135 of Companies
Act, 2013 and therefore is not required to comply with the requirements mentioned therein.
As the CSR is not applicable on the company as company not falling under the criteria
for CSR as per the audited Financial Statement as on 31.03.2017, hence the disclosures as
per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 does not
applicable on the Company.
AUDITORS:
STATUTORY AUDITORS
As per the Postal Ballot Result announced on August 31, 2015, M/s. Agarwal Desai and
Shah, Chartered Accountants, Mumbai were appointed as statutory auditors of the Company to
hold office till the conclusion of the Annual General Meeting to be held in the calendar
year 2015. In terms of the first proviso to Section 139 of the Companies Act, 2013, the
name of Statutory auditors propose for re-appointment as the statutory auditors of the
company and shall be placed for shareholder approval in this Annual General Meeting.
Accordingly, the reappointment of M/s. Agarwal Desai and Shah, Chartered Accountants, as
statutory auditors of the Company for a term of 3 year from this AGM to the conclusion of
AGM will be held in the calendar year of 2018, is placed for approval by the shareholders.
In this regard, the Company has received a certificate from the auditors to the effect
that if they are reappointed, it would be in accordance with the provisions of Section 141
of the Companies Act, 2013.
AUDITORS REPORT
The Auditors have not made any qualification to the financial statement. Their reports
on relevant notes on accounts are self explanatory and do not call for any comments under
section 134 of the companies Act, 2013.
SECRETARIAL AUDITOR
Mr. Anand Khandelia, Practicing Company Secretaries appointed to conduct the
secretarial audit of the Company for the financial year 2016-17, as required under Section
204 of the Companies Act, 2013 and Rules thereunder.
The secretarial auditor in his report given the observations on the Compliances of the
company.
DIRECTORS EXPLANATION FOR THE OBSERVATIONS OF SECRETARIAL AUDITOR:
With respect to the observations of the Secretarial Auditor in their report regarding
delayed filings with Registrar of Companies and Stock Exchange, due to lack of qualified
staff and due to changes in compliance requirements of new Companies Act and new rules
thereon as well as change in listing agreement (applicability of uniform listing
agreements) and change of requirements of compliance the filings were late with Exchange,
the Board of the Company taken on record the same, and the board decided to take the
necessary steps to implement the strong Compliance system, Further the Board is looking
for suitable candidates to handle compliances of the company. The Board of director will
shortly take necessary steps to revocation of the Suspension of trading of the Securities
of the Company on BSE Ltd and securities will be tradable shortly o BSE Ltd.
The secretarial audit report for FY 2016-17 forms part of the Annual Report and part of
the Boards report as "Annexure -1"Auditors have not made any qualification.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Board of Directors of the Company is responsible for ensuring that Internal
Financial Controls have been laid down in the Company and that such controls are adequate
and operating effectively. The foundation of Internal Financial Controls (IFC) lies in the
Companies Code of Conduct, policies and procedures adopted by the Management, corporate
strategies, annual management reviews, management system certifications and the risk
management framework.
The Company has IFC framework, commensurate with the size, scale and complexity of its
operations. The framework has been designed to provide reasonable assurance with respect
to recording and providing reliable financial and operational information, complying with
applicable laws.
The controls, based on the prevailing business conditions and processes have been
tested during the year and no reportable material weakness in the design or effectiveness
was observed. The framework on Internal Financial Controls over Financial Reporting has
been reviewed by the Internal Auditors appointed by the Company and who reports its
reports to the Audit Committee and management of the Company.
The Company has appointed Internal Auditor, the scope and authority of the Internal
Audit function is to maintain its objectivity and independence, the Internal Audit
function reports to the Chairman of the Audit Committee.
The Internal Audit team monitors and evaluates the efficacy and adequacy of internal
control systems in the Company, accounting procedures and policies of the Company. Based
on the report of internal audit function, process owners undertake corrective action(s) in
their respective area(s). Significant audit observations and corrective action(s) thereon
are presented to the Audit Committee. The Audit Committee reviews the reports submitted by
the Internal Auditors annually.
PARTICULARS OF EMPLOYEES:
Disclosures 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.
In terms of the provisions of Section 197 (12) of the Companies Act, 2013 read with the
Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014, as amended from
time to time, the Company is required to disclose the ratio of the remuneration of each
director to the median employees remuneration and such other details, however the company
has not paid any remuneration to its Directors during the financial year hence there are
no such details for reporting under this clause.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Details of the loans made by the Company to other body corporate or entities are given
in notes to financial statements, loans, guarantee, Investments are under the prescribed
limited as per the Companies Act.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
There have been no materially significant related party transactions between the
Company and the Directors, the management, the relatives except for those disclosed in the
financial statements if any. Accordingly, particulars of contracts or arrangements with
related parties referred to in Section 188(1) along with the justification for entering
into such contracts or arrangements in Form AOC-2 does not form part of the report.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary therefore the Annexure of AOC-1 is not
attached in separately in annual report.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings/behaviours of any form and the Board has laid down the
directives to counter such acts. The Code has been posted on the Companys website
www.rajlaxmiindustriesltd.com
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders. The Code gives guidance through examples on the expected
behaviour from an employee in a given situation and the reporting structure. All the Board
Members and the Senior Management personnel have confirmed compliance with the Code. All
Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any, in staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the most respected
companies in India, the Company is committed to the high standards of Corporate Governance
and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the
Code.
EXTRACT OF ANNUAL RETURNS:
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the
annual return is annexed as "Annexure -III".
1. The Paid up capital of the Company is Rs. 31,00,00,000/- consisting of 31,00,00,000
equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 3 Directors namely Mr. Rahul
Jaganani Managing Director, Mr. Dharamnath Singh Non-Executive Independent Director, Ms.
Sonam Sharma Non-Executive Independent Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding consists of 50,65,000 equity shares of Rs.1/- each amounting
to 1.63%.
5. There was no un-paid dividend during the year.
|
By Order of the Board |
|
| DATE: 14.08.2017 |
ForRAJLAXMI INDUSTRIES LIMITED |
|
| PLACE: Mumbai |
Sd/- |
Sd/- |
| Regd. Off. |
Rahul Jagnani |
Sonam Sharma |
| GAYATRI COMPLEX, FLAT NO. 161, VAL |
(DIN : 05334200) |
(DIN- 06993677) |
| VILLAGE TAL-RAHNAL, BHIWANDI, DIST- |
|
|
| THANE – 421 302 |
|
|
+91-9892691696
