To,
The Members,
Rathi Graphic Technologies Limited
Your Directors have pleasure in presenting the Twenty Fifth Annual
Report and Companys Financial Statements
(Standalone and Consolidated) for the financial year ended 31st March,
2018
FINANCIAL SUMMARY
| Particulars |
31.03.2018 |
31.03.2017 |
| Revenue from Operation |
1867.95 |
3166.95 |
| Profit before Interest, Depreciation & extraordinary
item. |
(599.14) |
1015.18 |
|
|
|
|
|
|
| Interest & Finance Expenses |
69.40 |
125.73 |
| Depreciation |
64.47 |
65.94 |
| Extraordinary Items |
- |
361.46 |
| Profit before Tax (PBT) |
(732.40) |
462.02 |
| Net profit after tax (PAT) |
(732.40) |
365.25 |
BUSINESS UPDATES AND STATE OF COMPANYS AFFAIRS
During the year under review, your company has achieved a turnover of
Rs. 1867.95 Lakhs against Rs.
3166.95 Lakhs during the previous year. The Net Profit during the year
was (732.40) Lakhs as against Rs. 365.25 Lakhs during the previous year.
The consolidated financial results of Associate Company
M/S. RGTL Industries Limited was prepared by Equity Method. Your
Company has crafted some well-considered plans to further drive operating efficiencies in
the coming years. During the year, Company continued to focus on quality of products and
innovations in the marketplace on building markets of the future called as ‘market
development. The company is making efforts to develop new products and hopeful to achieve
the desired results with the help of in house team.
EXTRACT OF ANNUAL RETURN
Details forming part of the extract of the Annual Return in form MGT-9
is annexed with this report.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 09 (Nine) meetings of the Board of
Directors were held, details of which are set out in the Corporate Governance Report which
form a part of this report.
BOARD COMMITEES
Detailed composition of the mandatory Board Committees namely Audit
Committee, Nomination And Remuneration Committee and Stakeholders Relationship Committee,
number of meetings held during the year under review and other related details are set out
in the Corporate Governance Report which forms a part of this report. There have been no
situation where the Board has not accepted any recommendation of the Audit Committee.
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF
THE
COMPANIES ACT, 2013
The Directors confirm that-
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2018, the applicable accounting standards had been followed.
b) 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 as at 31st March, 2018 and of the profit and loss of the Company for that
period.
c) the directors had 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 directors had prepared the annual accounts on a going concern
basis;
e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
ASSOCIATE COMPANY
There has been no material change in the nature of the business of the
Associate.
Pursuant to provisions of section 129(3) of the Act, a statement
containing salient features of the financial statements of the Companys subsidiaries in
Form
AOC-1 is attached to the financial statements of the
Company. Further, pursuant to the provisions of section
136 of the Act, the financial statements of the Company, consolidated
financial statements along with relevant documents are available on the website of the
Company.
STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S
149 (6) FROM INDEPENDENT DIRECTORS
Pursuant to Schedule IV and Section 149(6) of the
Companies Act, 2013, the Board has independent directors and there is
appropriate balance of skills, experience and knowledge in the Board so as to enable the
Board to discharge its functions and duties effectively. The independent directors have
submitted a declaration that the independent directors meet with the criteria of
independence as required under Section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION POLICY
The Companys policy on directors appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided under section 178(3) is annexed with this report.
AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
The auditors report and secretarial auditors report does not contain
any qualifications, reservations or adverse remarks. Report of the secretarial auditor is
given as an annexure ii which forms part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of the loans granted are mentioned in the Annexure ‘A
to Independent Auditors Report pursuant to provision of Section 186 read with Companies
(Meetings of Board and its Powers) Rules, 2014. The details of guarantee given and
security provided are mentioned in the Note No. 33 of Notes to Accounts. Full
particulars of investments made are stated in Note No 12 in the Notes of Accounts.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of 188 of the Act and hereto
disclosed in Form AOC-2 which is a part of Annual Report.
DIVIDEND
In view of need to conserve and plough back Companys resources to fund
the future expansion plans, your Directors do not propose any dividend this year.
CONSERVATION OF ENERGY
The Company has a continuous monitoring systems to minimize the energy
consumption per unit of toner and manufacturing annexure V concerning this attached to
this report.
TECHNOLOGY ABSORPTION
The Company has fully absorbed the technology for manufacturing toners
used in three brands of photocopier Machines.
FOREIGN EXCHANGE EARNINGS & OUTGO
During the year under review, the Company has foreign exchange and
Outgo as stipulated in Note No. 35 to the Financial Statement of the Company..
RISK MANAGEMENT
A detailed report on Risk Management is included in Management
Discussion And Analysis which forms a part of this report. The report clearly states
development and implementation of a risk management policy for the Company including
identification therein of elements of risk along with risk mitigation plan.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Sandesh Kumar Jain, Mr. Adarsh Kumar
Aggarwal, Ms. Anita Chopra and Mr. Vinod Somani, Directors of the Company, Resigned from
his duties as director, they are no longer associated with the Company as directors.
Further, During the year Ms. Neha Chaudhary, Company Secretary of the
Company resigned from her post and Mr. Neeraj jain, joined the Company as Company
secretary, in accordance with the section 203 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year
were in compliance with Act and approval granted by the shareholders. Transactions entered
with related parties by the Company in the ordinary course of business are periodically
placed before the Audit Committee for its approval.
PUBLIC DEPOSITS
The Company has not accepted and invited any deposits from public under
Chapter V of the Companies Act, 2013
INTERNAL FINANCIAL CONTROL
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are stated in Management Discussion and Analysis
which forms a part of this report.
INFORMATION PURSUANT TO SECTION 197 (12)
OF THE COMPANIES ACT, 2013 READ WITH RULE
5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL)
RULES, 2014
| 1. the ratio of the remuneration of each director to the
median remuneration of the employees of the company for the financial year; |
11.73:1 |
| 2. the percentage increase in remuner- ation of each
director, Chief Financial Officer, Chief Executive Officer,Compa - ny Secretary or
Manager, if any, in the financial year; |
- |
| 3. the percentage increase in the medi- an remuneration of
employees in the financial year: |
5% |
| 4. the number of permanent employees on the rolls of company |
61 |
| 5. the explanation on the relationship between average
increase in remunera- tion and company performance |
- |
| 6. comparison of the remuneration of the Key Managerial
Personnel against the performance of the company |
- |
| 7. variations in the market capitalisation of the company,
price earnings ratio as at the closing date of the current financial year and previous
financial year and percentage increase over decrease in the market quotations of the
shares of the company in comparison to the rate at which the company came out with the
last public offer in case of listed companies, and in case of unlisted companies, the
variations in the net worth of the company as at the close of the current financial year
and previous financial year |
- |
| 8. average percentile increase already made in the salaries
of employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the man- agerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration; |
- |
| 9. comparison of the each remuneration of the Key Managerial
Personnel against the performance of the Company |
- |
| 10. the key parameters for any variable component of
remuneration availed by the directors |
- |
| 11 the ratio of the remuneration of the highest paid director
to that of the employees who are not directors but receive remuneration in excess of the
highest paid director during the year; and |
- |
| 12. affirmation that the remuneration is as per the
remuneration policy of the company. |
Yes |
|
|
|
|
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Audit Committees terms of reference inter-alia include vigil
mechanism which also incorporates a Whistle Blower Policy in terms of Section 177 (10) of
the Companies Act, 2013 and Schedule V of SEBI Listing Regulations. The Company has
Whistle Blower Policy. The Whistle Blower mechanism provides for Directors and employees
to report concerns about unethical behavior, actual or suspected fraud or violation of
Companys Code of Governance and ethics. The
Whistle Blower Policy is uploaded on the website of the Company i.e.
www.rathitoner.com
FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company has familiarization programmes is uploaded on the website
of the Company i.e. www. rathitoner.com
FORMAL ANNUAL EVALUTION OF BOARD AND ITS COMMITTEES
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
Act and the corporate governance requirements as prescribed by Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015
("SEBI Listing Regulations"), the Nomination and Remuneration Committee laid
down a criteria for evaluating Board effectiveness by assessing performance of the Board
as a whole, performance of individual Director and Committees of the Board i.e. Audit
Committee, Nomination And Remuneration Committee and Stakeholders Relationship Committee.
The Board approved the criteria laid down by Nomination And Remuneration Committee for
evaluating Board effectiveness.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis in terms of Regulation 34 of SEBI
Listing Regulations, 2015 forms a part of this report and is annexed to this report.
AUDITORS
Statutory Auditor & Their Report:
The report of the Statutory Auditor M/s Shalin Poddar & Associates,
Chartered Accountants, (Firm Registration number :020397C) alongwith notes to schedules is
enclosed to this report. The observations made in the Auditors Report are self
explanatory and therefore do not call for any further comments.
The Auditors Report does not contain any qualification, reservation or
adverse remark.
The report of the Statutory Auditor M/s Shalin Poddar & Associates,
Chartered Accountants, (Firm Registration number :020397C) alongwith notes to schedules is
enclosed to this report. The observations made in the Auditors Report are self
explanatory and therefore do not call for any further comments.
The Auditors Report does not contain any qualification, reservation or
adverse remark.
Secretarial Auditor & Their Report:
Pursuant to the provision of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board had appointed Mr. Manish Garg, M/s Manish Garg &
Associates, Practicing Company Secretaries, New Delhi (Membership No. 26934), a firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The
Report of the Secretarial Audit in Form MR-3 is annexed herewith.
Internal Auditor & Their Report:
The Board had appointed Mr. Suresh Kumar Somani, M/s HUMS &
Associates (FRN: 022230N) as Internal
Auditor for the financial year 2017-18 under section 138 of the
Companies Act, 2013 and they have completed the internal audit as per scope given by the
Audit Committee for the financial year 2017-18.
CORPORATE GOVERNANCE
Your Company has complied with regulations provided in Regulation 27 of
SEBI (LODR) Regulations, 2015 with the Stock Exchanges. A certificate from the Auditors of
the Company M/s Shalin Poddar & Associates, Chartered Accountants, (Firm Registration
number
:020397C) confirming compliance with conditions of
Corporate Governance as annexed herewith.
SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace,
however During the financial year 2017-
18, the company has not received any complaints on sexual
harassment.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. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
LISTING WITH STOCK EXCHANGE
The Company confirmsthat it has paid the Annual Listing
Fees for the year 2018-19 to BSE where the Company shares are listed.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from investors, vendors, consumers, bankers and
regulatory authorities and other stakeholders towards the performance of the Company
during the year under review.
For and on behalf of the Board
| Raj Kumar Rathi |
Anurag Yadav |
| Managing Director |
Director |
| DIN:00009569 |
DIN: 00087197 |
| Place: New Delhi |
|
| Date: 03.09.2018 |
|
+91-9892691696
