TO,
THE MEMBERS,
Your Directors have pleasure in presenting the 31st (Thirty
First) Annual Report on the business and operations of the Company together with the
audited accounts for the financial year ended March 31, 2022.
1.FINANCIAL RESULTS
The financial performance of your Company for the financial year ended
March 31, 2022 is summarized below: -
(Amount in Rs. Lacs)
| Particulars |
Standalone |
Consolidated |
|
For the year ended
31.03.2022 |
For the year ended 31.03.2021 |
For the year ended
31.03.2022 |
For the year ended 31.03.2021 |
| Revenue from Operations |
5968.13 |
6880.22 |
5968.13 |
7079.95 |
| Other Income |
22.67 |
63.68 |
22.67 |
75.70 |
| Total Income |
5990.80 |
6943.90 |
5990.80 |
7155.65 |
| Total Expenses |
13223.69 |
16168.87 |
13180.22 |
23021.34 |
| Profit/(Loss) before extraordinary items and
tax |
(7232.89) |
(9224.97) |
(7189.42) |
(15865.69) |
| Less: Tax Expenses: Current Tax Deferred Tax
Minimum Alternate Tax |
(23.10) |
(170.37) |
(23.10) |
(170.37) |
| Profit/(Loss) after yax |
(7209.79) |
(9054.60) |
(7166.31) |
(15695.33) |
| Total other comprehensive income |
19.90 |
11.19 |
28.79 |
(183.26) |
| Total comprehensive loss for the year |
(7,189.89) |
(9,043.41) |
(7,137.53) |
(15,878.58) |
| Earning per share |
(45.99) |
(57.76) |
(45.71) |
(100.12) |
2.FINANCIAL PERFORMANCE
Standalone
During the financial year ended 31st March, 2022, based on
standalone financial statements, the Company earned total revenue amounting to Rs.
5,990.80 Lakhs as Compared to Rs. 6943.90 Lakhs in the previous year. Loss after tax stood
at Rs. 7209.79 Lakhs as against Loss after tax of Rs. 9054.60 in the previous year.
Consolidated
During the financial year ended 31st March, 2022, the
Companys Consolidated revenue for the year ended 31st March, 2022 was Rs.
5990.80 Lakhs compared to Rs. 7,155.65 Lakhs for the period ended 31st March,
2021. The Consolidated Net Loss for the year ended 31st March, 2022 Rs. 7166.31
Lakhs compared to Net loss of Rs. 15695.32 Lakhs for the period 31st March,
2021. The Consolidated total Comprehensive loss for the year ended 31st March,
2022 was Rs. 7137.53 Lakhs compared to total comprehensive loss of Rs. 15,878.58 Lakhs for
the year ended 31st March, 2021.
Your Company has incurred heavy losses amounting to Rs. 71.37 Crores
during the year 31st March, 2022. Further, the Company borrowings are being
declared as Non-Performing assets (NPA) by the lenders due to non-payment of interest and
principal borrowed, on dues dates.
3.SUMMARY OF FINANCIAL HIGHLIGHT
The financial year 2021-22 was also affected by the Covid-19 and the
2nd and 3rd waves of the pandemic put a lot of pressure on employees as well as on
Management. The global economic recovery is facing significant headwinds amid new waves of
COVID-19 infections, persistent labour market challenges, lingering supply-chain
challenges and rising inflationary pressures.
Your Company has incurred heavy losses amounting to Rs. 71.37 Crores
during the financial year ended 31st March, 2022, which is much less than the
previous year which was Rs. 158.78 crores Further, the net worth of the Company has been
fully eroded.
Further, Company borrowings were declared as Non-Performing Assets
(NPA) by the Bankers due to non-payment of borrowed and interest amount during the
previous year. However, the management is confident of reviving the Company and is in
discussion with bank restructuring of loan.
Further your company has faced severe liquidity crunch for a variety of
reasons during the previous years which also affect the current financial year 2021-22.
But the company is exploring all possible ways to revive back the company, which includes
undertaking job work of Steels including Stainless Steel etc.
Your company has appointed Ernest and Young (EY) for exploring
possibility of investors/financers to fund the stress situation.
Your Company is also taking several measures and steps to cop up from
such situation with the help of its bankers by restructuring and revival plan with our
lenders.
4. RESERVES & SURPLUS
The Companys reserve & surplus for the financial year ended
March 31, 2022 is Rs. (25380.16) Lakhs as compared to the previous year it was Rs.
(18242.60) Lakhs.
5. DIVIDEND
In view of losses incurred during the period under review, the Board of
Directors does not recommend any dividend on the equity shares for the financial year
ended March 31, 2022.
6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act, 2013 read with Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time, all the shares in respect to which dividend has
remained unclaimed/unpaid for a period of seven Consecutive year or more are required to
transfer in the name of IEPF, but the company is not required to transfer the said amount
to the IEPF established by the Central Government for during the year under the review.
7.SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company has following Subsidiary Companies and Associate Companies
as on March 31, 2022:
| Sl. Name & Address of the Company No. |
Holding/ Subsidiary/
Associate |
% of Shares held |
Applicable Section |
| 1. RCI World Trade Link DMCC, Dubai (U.A.E.) |
Subsidiary |
100 |
2(87) |
| 2. Ace Matrix Solutions Private Limited |
Associate |
22 |
2(6) |
| 3. Metalrod Private Limited |
Associate |
34.27 |
2(6) |
During the Financial year ended on March 31, 2022 the Company has two
Associate Company i.e Ace Matrix Solutions Private Limited & Metalrod Private Limited.
In accordance with proviso to sub-section (3) of Section 129 of the
Companies Act 2013, a statement containing salient features of the financial statements of
the Companys Subsidiaries/Joint Ventures/associates and the report on their
performance and financial position in Form AOC-1 is annexed to the financial statements
and forms part of the Annual Report, which covers the financial position of the associate
Company.
In accordance with third proviso to Section 136(1) of the Companies
Act, 2013, the Annual Report of your Company, containing therein its audited standalone
and the consolidated financial statements has been placed on the website of the Company.
8.CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by the Company
in accordance with applicable provisions of the Companies Act, 2013, Accounting Standards
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited
consolidated financial statements together with Auditors Report form part of the
Annual Report.
The company has not consolidated the financial statement of the
associates companies (viz. Metalrod Private Limited and Ace Matrix Solutions Private
Limited) as the applicable accounting standard for the time being in force, exempts the
consolidation of financial statement of such associates because the investment in shares
of associates was acquired/ made as stock in trade and the intention of such investment
was to dispose of the same in near future and further Section 129 (3) of the Companies
Act, 2013 read with first proviso to Rule 6 of Companies (Accounts) Rules, 2014 which
states that in case of a company covered under sub section (3) of section 129 which is not
required to prepare consolidated financial statements under Accounting Standards, it shall
be sufficient if the company complies with provision of Consolidated Financial Statements
provided in Schedule III of the Act and the company has duly complied with provision of
Schedule III of the Act by disclosing the name of associates not consolidated and reason
thereof as mentioned above.
Further, a separate statement containing the salient features of the
financial statements of subsidiaries and Associates of the Company in the prescribed form
AOC-1 has been disclosed in the Consolidated Financial Statements.
9.SHARE CAPITAL
During the Financial Year 2021-22, there was no change in the share
capital of the Company.
10.LISTING
Your Companys fully paid-up equity shares continue to be listed
and traded on BSE Limited (‘BSE). The said Stock Exchange has nation-wide
trading terminals and hence facilitates the Shareholders/Investors of the Company in
trading the Shares. The Company has paid the annual listing fee for the Financial Year
2022-23 to the said Stock Exchange.
11. DEMATERIALISATION OF SHARES
The Company has admitted its Equity Shares to the depository system of
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for dematerialization of shares.
As on 31st March, 2022, 1,56,73,614 Equity Shares representing 99.98%
of the Equity Share Capital of the Company are in dematerialized form.
The Equity Shares of the Company are compulsorily traded in
dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The
International Securities Identification Number (ISIN) allotted to the Company with respect
to its Equity Shares is INE140B01014.
12. DEPOSITORIES
Your Company has arrangements with National Securities Depository
Limited (‘NSDL) and Central Depository Services (India) Limited
(‘CDSL), the Depositories, for facilitating the members to trade in the fully
paid-up equity shares of the Company in Dematerialized form. The Annual Custody fees for
the Financial Year 2022-23 has been paid to both the Depositories.
13. COMPLIANCE WITH SECRETARIAL STANDARD
During the period under the review, your Company has complied with all
the provisions of Secretarial Standards issued by the Institute of Company Secretary of
India ("ICSI") in consultation with Central Government which are mandatory to be
complied by the Company.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of this report.
15. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business during the financial year
2022-23.
16. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of Annual
Report.
17. EXTRACT OF ANNUAL RETURN
In terms of the Section 92 (3) of Companies Act, 2013 as amended, the
Annual Return of the Company is placed on the website of the Company www.rciind.com on the
following link: https://www.rciind.com/investors/reports-and-presentations/
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Directors
Mr. Rajeev Gupta (DIN: 00503196) shall retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.
The Board hereby recommends their reappointment for approval of shareholders in the
ensuing Annual General Meeting.
During the period under the review, your Board comprises of 4 Directors
including 2 Independent Directors and 1 Woman Director. The Company recognizes and
embraces the importance of a diverse Board in its success. The Board has also adopted the
Board Diversity Policy.
The brief profile, pursuant to Regulation 36 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2, of
the Directors eligible for appointment/ re-appointment forms part of the Notice of Annual
General Meeting and Corporate Governance Report.
The Company has received necessary declaration from all the Independent
Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the
criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and the
Listing Regulation.
ii. Key Managerial Personnel
The Chief Financial Officer (CFO) had resigned from the office with
effect from 05th October, 2020 and whose position is still vacant and the company is in
process to comply with the same requirement.
Mrs. Jyoti Sharma, Former Company Secretary of the Company had resigned
w.e.f 28.02.2022 form the position of Company Secretary and Compliance Officer of the
Company, in her place Mrs. Priya Rastogi (Membership No. A18636 ) have joined the Company
w.e.f 06.05.2022
In compliance with the requirements of Section 203 of the Companies
Act, 2013, Mr. Rajeev Gupta, Managing Director and Chairman and Mrs. Priya Rastogi,
Company Secretary of the Company are the Key Managerial Personnel of the Company.
19. NOMINATION & REMUNERATION POLICY
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act,
2013, the Policy on appointment of Board members including criteria for determining
qualifications, positive attributes, independence of a Director and the Policy on
remuneration of Directors, KMP and other employees is attached as ‘ANNEXURE-1
to this Report.
It is thereby, affirmed that remuneration paid to the Directors, Key
Management Personnel and other employees is as per the Remuneration Policy of the Company.
20. PARTICULARS OF EMPLOYEES
As on March 31, 2022, the total numbers of employees on the records of
the Company were 119. The information required under Section 197 of the Companies Act,
2013 (‘Act) read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, along with statement showing names and other particulars of the
top 10 employees in terms of remuneration drawn is annexed to this report as ‘ANNEXURE-2.
21. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 and the
SEBI (LODR), 2015, the Board, in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of the Company, its Committees and Individual Directors,
including Independent Directors.
A structured questionnaire has been prepared, covering various aspects
of the functioning of the Board and its Committee, such as, adequacy of the constitution
and composition of the Board and its Committees, matters addressed in the Board and
Committee meetings, processes followed at the meeting, Boards focus, regulatory
compliances and Corporate Governance, etc.
Similarly, for evaluation of Individual Directors performance,
the questionnaire covers various aspects like his/ her profile, contribution in Board and
Committee meetings, execution and performance of specific duties, obligations, regulatory
compliances and governance, etc. Board members had submitted their response on a scale of
5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which
they are members and of their peer Board members, including Chairman of the Board. The
Independent Directors had met separately without the presence of Non-Independent Directors
and the members of management and discussed, inter-alia, the performance of
non-Independent Directors and Board as a whole and the performance of the Chairman of the
Company after taking into consideration the views of executive and Non-Executive
Directors.
The Nomination and Remuneration Committee has also carried out
evaluation of every Directors performance. The performance evaluation of all the
Independent Directors have been done by the entire Board, excluding the Director being
evaluated. On the basis of performance evaluation done by the Board, it shall be
determined whether to extend or continue their term of appointment, whenever the
respective term expires.
The Directors expressed their satisfaction with the evaluation process.
22. FAMTMARTZATTQN PROGRAM FOR INDEPENDENT DIRECTORS
The Company conducts Familiarization Program for the Independent
Directors to enable them to familiarize with the Company, its management and its
operations so as to gain a clear understanding of their roles, rights and responsibilities
for the purpose of contributing significantly towards the growth of the Company. They are
given full opportunity to interact with senior management personnel and are provided with
all the documents required and/or sought by them to have a good understanding of the
Company, its business model and various operations and the industry, it is a part.
The Policy on Familiarization Program for Independent Directors is also
available on the Companys website www.rciind.com under the weblink
https://www.rciind.com/about-us/management-
team/familiarisation-programme-for-independent-directors/
Further, at the time of appointment of an Independent Director, the
Company issues a formal letter of appointment outlining their duties and responsibilities
as a director.
23. MEETING OF THE BOARD
The Board met 8 times during the Financial Year 2021-22, the details of
which are given in the Corporate Governance Report which forms part of this Annual Report.
The intervening gap between any two meetings was within the period prescribed by the
Companies Act, 2013 and Listing Regulations.
24. COMMITTEES OF THE BOARD
The Companys Board has the following Committees:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders Relationship Committee
(iv) Corporate Social Responsibility Committee
Details of the constitution of these Committees, which are in
accordance with regulatory requirements, have been uploaded on the website of the Company
viz. www.rciind.com. A detailed note on the Board and its Committees is provided under the
Report on Corporate Governance section.
(i) Audit Committee
The Board has constituted an Audit Committee, which comprises Mr.
Mukesh Kumar Tyagi, Chairman (Independent Director), Mr. Rajeev Gupta, Managing Director
and Mr. Ritesh Kumar, Independent Director as the Members during the period under the
review. The Board of Directors has accepted all the recommendations of the Audit
Committee.
25.SECRETARIAL AUDITOR
Pursuant to the provision of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
company had appointed M/s Kiran & Associates, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the financial year 2021-22.
The Secretarial Audit Report is annexed as ANNEXURE-3.
No fraud has been reported by the Secretarial Auditors under Section
143 (12) of the Companies Act, 2013 and the rules made thereunder.
The Board has re-appointed M/s. Kiran & Associates, Company
Secretaries in practice as Secretarial Auditor of the Company for the financial year
2022-23.
26.SECRETARIAL COMPLIANCE REPORT
Pursuant to the provision of Regulation 24A of SEBI (Listing Obligation
and Disclosure Requirements), 2015 M/s Kiran & Associates, Company Secretaries in
practice has undertaken the Secretarial Compliance Report of the Company for the Financial
Year 2021-22. The Report of the Secretarial Compliance Report in prescribed format for the
period ended 31st March, 2022 is annexed as ‘ANNEXURE-4 to
the Report.
27. CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility Policy of the
Company and the related details for the period 2021-22 are set out in "ANNEXURE
5" of this report as per the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014. The Composition of CSR committee and other related
details are provided in the Corporate Governance section, forming part of this Report. The
policy is available on the website of the Company (www.rciind.com).
28. RELATED PARTY TRANSACTIONS
None of the transactions with related parties fall under the scope of
Section 188(1) of the Companies Act, 2013. All transactions with related parties entered
during the year were in the Ordinary Course of Business and on Arms Length and duly
approved by Audit Committee of the company. The company has not entered into any
transaction of a material nature with any of the related parties which are in conflict
with the interest of the company.
However, as required under Companies Act, 2013 the details of related
party transactions are disclosed in prescribed Form No. AOC - 2 which is attached as ANNEXURE-6.
Also, you may refer to Related Party transactions in Note No 32 of the
Standalone Financial Statements.
29. CORPORATE GOVERNANCE
Corporate Governance refers to a set of systems, procedures and
practices which ensure that the company is managed in the best interest of all corporate
stakeholders i.e. shareholders, employees, suppliers, customers and society in general.
Fundamentals of Corporate Governance include transparency, accountability and
independence.
Your Company views Corporate Governance more as a way of business life
than a mere legal obligation. The Company has adopted various practices of governance
confirming to highest ethical and responsible standard of business, globally benchmarked.
Strong and effective implementation of governance practices in the Company have been
rewarded in terms of improved share valuations, stakeholders confidence, market
capitalization, etc.
A certificate from Practicing Company Secretary regarding compliance of
the conditions of Corporate Governance, as stipulated under Schedule V of the Listing
Regulations is annexed as ANNEXURE-7 and forms part of this Report.
30. AUDITORS
At 27th Annual General Meeting held on Friday, 20th
July, 2018, M/s. KRA & Co., Chartered Accountants (Firm Registration No: 020266N) were
appointed as the Statutory Auditors of the Company to hold office from the conclusion of
27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the
Company to be held in the year 2023.
Your Company has received a letter from M/s. KRA & Co., Chartered
Accountants (Firm Registration No: 020266N) to the effect that their appointment, if made,
would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013
and that they are not disqualified within the meaning of Section 141 of the Companies Act,
2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.
The Audit Report given by M/s. KRA & Co. for the financial year
2021-22, forms part of this Annual Report. The report of Statutory Auditor forming part of
this Annual report are with qualified opinion and remarks during the period under the
review.
Board Comment on Qualified opinion, during the previous year, our
company were declared as nonperforming assets (NPA) due to non-payment. However, the
management is confident of reviving the Company and is in discussion with Bank for
restructuring of loan. Company having Government orders and in strong prediction to get
new Government orders. Still your company is going concern and confident about the smooth
functioning of the business of the Company.
31.INTERNAL AUDITORS
M/s Kiran & Associates, Practicing Company Secretary performs the
duties of internal auditors of the Company and their report is reviewed by the audit
committee from time to time.
COST AUDITOR
M/s Cheena & Associates (Membership No. 29419) Practicing Cost
Accountant have been reappointed to audit the cost records of the Company for the
Financial Year 2022-23 for conducting the audit of the cost records of the Company.
32. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
As per the directive of Securities and Exchange Board of India, M/s
Gaurav Shah & Associates, Company Secretaries, Rajasthan undertook the Reconciliation
of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the
total number of shares held in National Securities Depository Limited (NSDL), Central
Depository Services (India) Limited (CDSL) and in physical form with the respect to
admitted, issued and paid-up capital of the Company.
33. CHANGE OF REGISTERED OFFICE
During the financial year ended 31st March, 2022, there is
no change in situation of the Registered office of the Company
34. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Board has adopted a Whistle Blower Policy (Vigil Mechanism) to
provide opportunity to Directors/Employees/Stakeholders of the Company to report concerns
about unethical behavior, actual or suspected fraud of any Director and/or Employee of the
Company or any violation of the Code of Conduct.
Further during the year under review, no case was reported under the
Vigil Mechanism.
35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies act, 2013 form part of the notes to the
financial statements provided in the Annual Report.
36. BORROWINGS AND DEBT SERVICING
The Company borrowings are being declared as Non-Performing Assets
(NPA) by the lenders due to non-payments of interest and borrowed amount as Company has
incurred heavy losses during the year ended on 31st March, 2022.
37. PUBLIC DEPOSITS
Your Company has neither invited nor accepted any public deposit under
chapter V of the Companies Act, 2013.
38.SEXUAL HARASSMENT
The Company has zero tolerance for Sexual Harassment at workplace and
has adopted a Policy on prevention of Sexual Harassment in line with the provisions of
‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment
during the year under review.
39.SIGNIFICANT AND MATERIAL ORDER
No significant or material orders were passed by the regulators or
courts or tribunals which impact the going concern status and Companys operations in
future. However, Company has received Show Cause Notice from GST Intelligence, Gurugram
Zonal Unit during the previous year and the matter is in court.
40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR.
During the FY 2021-22, Union bank of India has approached Insolvency
and Bankruptcy court for initiating bankruptcy proceeding against the company as per the
provision of Insolvency and Bankruptcy Code, matter registered on 08-03-2022.
41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS & OUTGO
Conservation of Energy
Your Company, being a manufacturer, trader and exporter of Ferrous and
Non-Ferrous Metal products, requires minimal energy consumption and every endeavor is made
to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.
Technology Absorption
In its endeavor to deliver the best to its customers, clients and
business partners, your Company is constantly active in harnessing and tapping the latest
and best technology in the industry.
Foreign Exchange Earning & Outgo
Particulars of Foreign Exchange Earnings and Outgo during the financial
year is mentioned in the financial accounts forming part of the Annual Report.
42. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act,
2013, with respect to Directors Responsibility Statement, the Directors confirm:
a. That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and no material departures have been made from the
same;
b. That they had selected such accounting policies and applied them
consistently, and made judgements 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;
c. That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d. That they had prepared the annual accounts on a going concern basis;
e. That they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively; and
f. That they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
43.RISK MANAGEMENT SYSTEM & INTERNAL CONTROL SYSTEMS
Your Company has an effective internal control and risk mitigation
system, which is constantly assessed and strengthened with standard operating procedures
(SOPs) and which ensures that all the assets of the Company are safeguarded and protected
against any loss and that all the transactions are properly authorized and recorded. The
Company has laid down procedures to inform audit committee and board about the risk
assessment and mitigation procedures, to ensure that the management controls risk through
means of a properly defined framework. The internal control systems of your Company ensure
that all assets are safeguarded and protected against loss from unauthorized use or
disposition and those transactions are authorized, recorded and reported correctly.
Your Company has in place adequate internal financial controls with
reference to financial statements. Based on internal financial control framework and
compliance systems established in the Company, the work performed by statutory, internal
and secretarial auditors and reviews performed by the management and/or relevant Audit and
other Committees of the Board, your Board is of the opinion that the Companys
internal financial controls were adequate and effective during the financial year 2021-22.
During the year, no reportable material weakness in the design or operation was observed.
Properly documented policies, guidelines and procedures are laid down
for this purpose. The internal control system has been designed to ensure that the
financial and other records are reliable for preparing financial and other statements and
for maintaining accountability of assets.
The Company also has an Audit Committee, presently comprising of 3
(three) Members i.e. professionally qualified Directors, who interact with the Statutory
Auditors, Internal Auditors and Auditees in dealing with matters within its terms of
reference. The Committee inter alia deals with accounting matters, financial reporting and
internal controls which also periodically reviews the Risk Management Process.
44.INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations) on
prevention of insider trading, your Company had instituted a comprehensive Code of Conduct
for regulating, monitoring and reporting of trading by Insiders. The said Code lays down
guidelines, which advise Insiders on the procedures to be followed and disclosures to be
made in dealing with the shares of the Company and cautions them on consequences of
non-compliances.
Your Company has further put in place a Code of practices and
procedures of fair disclosures of unpublished price sensitive information. Both the
aforesaid Codes are in line with the PIT Regulations.
45.INDUSTRIAL OPERATIONS
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of the employees have
enabled the Company to remain at the leadership position in the industry. It has taken
various steps to improve productivity across the organization.
46.INVESTOR RELATIONS
Your Company always endeavours to promptly respond to
shareholders requests/grievances. Each and every issue raised by the shareholders is
taken up with utmost priority and every effort is made to resolve the same at the
earliest. The Stakeholders Relationship Committee of the Board periodically reviews the
status of the redressal of investors grievances.
47. CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to
Management Discussion and Analysis, describing the Companys objectives, projections,
estimates and expectations, may constitute ‘forward looking statements within
the meaning of applicable laws and regulations and actual results might differ.
48. ACKNOWLEDGEMENT
Your directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. Your directors
also wish to place on record their deep sense of appreciation for the committed services
by the Companys executives, staff and workers.
|
For and on behalf of the Board |
|
Sd/- |
|
Mr. Rajeev Gupta Chairman & Managing Director |
| Place: New Delhi |
DIN 00503196 |
| Dated: 05.07.2022 |
|
+91-9892691696
