Dear Shareholders,
Your Directors have the pleasure in presenting the 22nd Annual Report on the
business and operations of the Company for the year ended 31-03-2016 together with the
audited accounts for the year ended 31-03-2016.
FINANCIAL RESULTS
| PARTICULARS |
FY-2015-16 |
FY-2014-15 |
| Gross Sales |
3629.53 |
7554.13 |
| Less: State Excise & VAT |
82.96 |
177.43 |
| Net Sales |
3546.57 |
7376.70 |
| Other Income |
18.72 |
3.33 |
| Total |
3565.29 |
7380.03 |
| Profit before depreciation & taxation |
(3442.92) |
(4046.59) |
| Less: Depreciation |
3153.08 |
343.02 |
| Less: Provision for taxation |
- |
- |
| Add: Prior period adjustment (Taxation) |
- |
70.61 |
| Profit after taxation |
(6596) |
(4460.22) |
| Deferred Tax Liability |
6.68 |
61.17 |
| Add: Balance brought forward from previous year |
(3512.96) |
1008.43 |
| Surplus available for appropriation |
- |
- |
| Appropriations |
- |
- |
| General Reserves |
3.00 |
3.00 |
| Proposed Dividend |
- |
- |
| Tax on Dividend |
- |
- |
| Additional depreciation on fixed asset |
- |
- |
| Balance carried to Balance sheet |
(10115.64) |
(3512.96) |
RESERVES:
There is Loss during the Year hence company has not transferred any amount to General
Reserves.
OPERATIONAL REVIEW:
The turnover for the financial year 2015-2016 is 3546.57 Lacs against 7376.70 Lacs for
financial year 2014-2015 DIVIDEND:
In view of inadequacy of profit for the year under review, your Directors do not
recommend dividend on the Equity Shares for the year under Review.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2016 was Rs 2668.98 Lacs.
FINANCE:
Cash and cash equivalents as at March 31, 2016 was Rs.37.56 Lacs. The company continues
to focus on judicious management of its working capital, Receivables, inventories and
other working capital parameters were kept under strict check through continuous
monitoring
DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or investment covered under the
provisions of section 186 of the Companies Act, 2013.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year, there was no change in the nature of business of the Company
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board &
to the Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of internal
audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit Committee of the Board.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required under Section 134 of the Companies Act, 2013, read with the
Companies (Disclosure of Particulars in the Report of Board of Directors) as per 8(3)
Rules Account Rules 2014, regarding conservation of energy, technology absorption and
foreign exchange earnings and outgo are given in the Annexure-A forming part of
this Report.
SAFETY, HEALTH AND ENVIRONMENT
Sustained and meticulous efforts continue to be exercised by the Company at all plants
of the Company, towards greener production and environment conservation. The Company
perseveres in its efforts to indoctrinate safe and environmentally accountable behavior in
every employee, as well as venders, by rigid compulsory annual training and refresher
courses, as well as frequent awareness programs, Mock drills of emergency preparedness are
regularly conducted at all the plants showing Company’s commitment toward safety, not
only of its own men and plants, but also of the society at large.
Safety records, at all plants showed considerable improvement and accident statistics
showed downward trend. This was made possible by strict adherence to laid down procedures
and following of international guidelines, involvement of workers in all safety matters
has been encouraged by their participation in shop floor safety meeting. The health of
employees and the environment in and around the plant area have been given due care and
attention. The Company continued to comply with the prescribed industrial safety
environment protection and pollution control regulation at its production plant, through
periodic checks of the system involved and constant monitoring to meet the standards set
by the pollution control authorities etc.
INDUSTRIAL RELATIONS & HUMAN RESOURCES MANAGEMENT
The Company recognizes that in a people-intensive business, major gains can be scored
in the area productivity management. In view of this, the Company strengthened its people
management through performance-linked incentives, amenities, training, multi-skilling and
career path identification.
The Company is of firm belief that good human Resource Management would ensure success
though high performance HR strategy and plans of the company are deeply imbedded with the
organizational goal is set to increase the production capacity of the various plants and
rationalize the manpower through scientific study. All the operational goals of the top
management emanate from the business plan. The goal of Chairman is shared with his
subordinates who in turn share their goal with their respective subordinates and so on.
Regular visits by HR team are being made to all plants to meet the employees and also
interaction meeting are conducted to get their feedback, based on which HR polices are
improved continuously. The process has resulted in better employees relationship.
The Company lays due emphasis on all round development of its human resource. Hence
training of the employees is aimed at systemic development of knowledge, skill, aptitude
and team work. Training is designed for the development of personal skills necessary for
the performance of the present job and to prepare them for future growth. Individual
development is given top priority to groom high caliber manpower.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provision of the Companies Act, 2013 and the Articles of the
Company, Mr Sunil B Golchha (DIN: 00318899) Chairman & Managing Director of the
Company who has consented to retire by rotation for compliance with the requirements of
Section 152 of the Companies Act, 2013, and being eligible, offers himself for
re-appointment. If re-appointed, his term would be up to next AGM.
In accordance with the provision of the Companies Act, 2013 and the Articles of the
Company, Mr. Umashankar Manikrao Singh and Mr. Amalaprasad Parasnath Mishra, were re
appointed as Independent directors at the Annual General Meeting of the Company held on
30th September, 2014 In accordance with Section 149(7) of the Companies Act, 2013 they
have submitted a declaration that each of them meets the criteria of independence as
provided in section 149(6) of the Act and Regulation 16( 1 )(b) of the Listing
Regulations, there has been no change in the circumstances which may affect their status
as independent director during the year.
Pursuant to the provisions of section 203 of the Act, the key managerial personnel of
the Company are - Mr. Shelendra N Baradia, Chief Financial Officer. There has been no
change in the key managerial personnel during the year.
Mrs. Sonali Ashwinkumar Vedpathak (DIN: 07153903) resigned as Independent Director with
effect from, 8Ul April, 2016 due to personal reasons. The board places on
record its appreciation for the services rendered by Mrs. Sonali Ashwinkumar Vedpathak
(DIN: 07153903) during her tenure with the company.
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 and the corporate governance requirements as prescribed by Regulation 17(10) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015 (“SEBI Listing Regulations”).
The manner in which the evaluation has been carried out has been explained in the
Corporate Governance Report.
Declaration by an Independent Director(s) and re- appointment, if any
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 Companies Act,2013 and as per SEBI(LODR) Regulation, 2015
Remuneration Policy
The Board has, on the recommendation of the Appointment & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy in accordance with Section 178(3) of the Companies
Act, 2013 & Regulation 9(4) of the Listing Regulations is stated in the Corporate
Governance Report.
Number of Meetings
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year 5 (Five) Board Meetings and 5 (Five) Audit Committee Meetings were convened and
held. The details of which are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the Companies Act, 2013
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
1. In the preparation of the annual accounts, 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 were 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 or loss of the Company for the year under review.
3. The directors 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.
4. The directors have prepared the annual accounts on a going concern basis.
5. 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.
6. The directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
Since there were no related party transaction during the year under review except in
the ordinary course of business Form AOC-2 as prescribed under section 134(3)(h) of the
Companies Act, 2013 is not applicable for the Company
SUBSIDIARY COMPANIES:
There is no Subsidiary Company, During the Financial year ended as on 31st
March, 2016.
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 / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as “code of
business conduct” which forms an Appendix to the Code. The Code has been posted on
the Company’s website www.rtclcables.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
behavior 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 Company’s 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 Directors and the designated employees have confirmed compliance with the
Code.
AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT:
AUDITORS:
M/s DMKH & Co. Chartered Accountants, Statutory Auditors of the Company, were
appointed as auditors at Company’s Annual General Meeting (AGM) held in F.Y.2014-2015
to hold office as Staturoty Audiotor of the company and fix their remuneration. Currently,
they are holding office of the auditors up to the conclusion of the 22nd AGM.
The Company has received a letter from M/s. DMKH & Co. Chartered Accountants for
the resignation from the post of statutory auditor of the Company.
Accordingly, as per the said requirements of the Act, M/s. JMK & Co, Chartered
Accountants (Firm Registration No.120459W) are proposed to be appointed as auditors for a
period of 5 years commencing from the conclusion of 22nd AGM till the conclusion of the
27th AGM, subject to ratification by shareholders every year, as may be applicable, in
place of M/s. DMKH & Co, Chartered Accountants.
M/s. JMK & Co, Chartered Accountants, have consented to the said appointment, and
confirmed that their appointment, if made, would be within the limits specified under
Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified
to be appointed as statutory auditor in terms of the provisions of the proviso to Section
139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies
(Audit and Auditors) Rules, 2014.
- The Audit Committee and the Board of Directors recommend the appointment of M/s. JMK
& Co, Chartered Accountants, as statutory auditors of the Company from the conclusion
of the 22nd AGM till the conclusion of 271M AGM, to the
shareholders.
The observation made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence, do not call for any further comments under Section 134 of
the Companies Act, 2013.
INTERNAL AUDIT & CONTROLS
The Company has engaged the services of an Independent Chartered Accountants, to carry
out internal audit of books of accounts. During the financial year, the Company continued
to implement their suggestions and recommendations to improve the control environment.
Their scope of work includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and processes, and
assessing the internal control strengths in all areas. Internal Auditors findings are
discussed with the process owners and suitable corrective actions taken as per the
directions of Audit Committee on an ongoing basis to improve efficiency in operations.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant or material orders passed by the Regulators/ Courts/ Tribunals
which could impact the going concern status of the Company and its future operations.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed M/s. M.K Saraswat & Associates, a firm of company Secretaries in practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed
herewith as “Annexure B”
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report. Certain observations made in the report with regard to non
filing of some forms were mainly due to ambiguity and uncertainty of the applicability of
the same for the relevant period. However, the company would ensure in future that all the
provisions are complied to the fullest extent.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as “Annexure C”.
Material changes and commitments, if any, 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 the report Company have pending
litigations which would impact its financial position
Board informed that Due to slow down in Power & Control Cables Industries and
trading business and not having sufficient orders to utilize our installed production
capacity, therefore, Management could not achieve their targets in last 7 years. Due to
the same, company could not serve the interest of esteemed bankers and also could not pay
the Term Loan EMIs, all the company, all assets and personal assets of promoters have
kept to the bankers against the loan facility taken from our bankers. Since Companys
repayment to bankers were not made in time.
Therefore, all our esteemed Bankers (IDBI Bank Ltd, State Bank of Bikaner & Jaipur
and Bank of Maharashtra), have taken all properties and assets as per various court
orders.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & as per Regulation 34
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
company has constituted a risk evaluation/ risk management committee. The details of the
committee and its terms of reference are set out in the corporate governance report
forming part of the Boards report.
At present the company has not identified any element of risk which may threaten the
existence of the company.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members and others entitled thereto, excluding
the information on employees particulars which is available for inspection by the members
at the Registered office of the company during business hours on working days of the
company up to the date of ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the company in advance.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The detailed report on Corporate Governance and Management Discussion & Analysis
Report in terms of the provisions of Regulation 34 of the SEBI (Listing Regulations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), which form an integral
part of this Report, are set out as separate Annexure, together with the Certificate from
the auditors of the Company regarding compliance with the requirements of Corporate
Governance as stipulated in Regulation 34 of the SEBI (Listing Regulations and Disclosure
Requirements) Regulations, 2015.
Chief Financial Officer’s certification under Regulation 17(8) of the LODR forms
part of the Corporate Governance Report. Therefore a report on the Corporate Governance
practices, the Auditors Certificate on compliance of mandatory requirements thereof are
not given as an annexure to this report.
AUDIT COMMITTEE
The composition of Audit Committee is as given in the Report on Corporate Governance
SHAREHOLDERS’/INVESTOR GRIEVANCE COMMITTEE
The composition of Shareholders’/lnvestor Grievance Committee is as given in the
Report on Corporate Governance
REMUNERATION COMMITTEE
The composition of Remuneration Committee is as given in the Report on Corporate
Governance
EMPLOYEE RELATIONS
The management employee relations continue to be cordial the Board is committed to
strengthen the same and to work towards ensuring health, safety, welfare and a healthy
working environment for its employees
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy. During the year Company has
not received any complaint of harassment.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on corporate social responsibility.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation of the assistance and support
extended by Bankers, Consultants, Customers, Suppliers, Service Providers, Government
Department, Solicitors, Shareholders and Employees of the Company
For and on Behalf of the Board of Director For Rishafchdev Technocable Limited
-sdVf^
Sunil B. Golchha
Chairman & Managing Director
DIN : 00318899
Date : 06.09.2016
Place : Mumbai
ANNEXURE TO THE DIRECTORS’ REPORT ANNEXURE-A
Information as per Section 134 of the Companies Act, 2013, read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) as per 8(3) Rules Account
Rules 2014 and forming part of the Directors’ Report for the year 2015-16
CONSERVATION OF ENERGY:
a) Energy Conservation measures taken:-
Systematic control of the idle running of machines to reduce consumption of energy.
b) Additional investment and proposals if any, being implemented for the reduction of
consumption of energy
Energy conservation is not significant
c) Impact of measures at (a) and (b) above for reduction of energy consumption and
consequent impact on the cost of products/goods.
N.A.
d) Total energy consumption & energy consumption per unit as per prescribed Form A
Not given, as the company is not covered in the list of specified items
TECHNOLOGY ABSORBPTION:
EFFORTS MADE IN TECHNOLOGY ABSORPTION AS PER FORM B OF THE ANNEXURE TO THE
RULES. Research and Development (R & D)
| a) Specified areas in which R & D Activities are carried out by the Company. |
NIL |
| b) Benefits derived as a result of the above |
NIL |
| c) Future Plan of Action |
Efforts aimed at cost reduction, improvement in quality of existing products and
development of new process will continue. |
| d) Expenditure on R & D |
NIL |
| e) Technology Absorption, Adaption and Innovation |
The Company has not utilized any imported technology |
FOREIGN EXCHANGE EARNINGS AND OUT-GO :
|
Year ended 31.03.2016 |
Year ended 31.03.2015 |
| a) Foreign Exchange Outgo ( in Lacs) |
Nil |
Nil |
| b) Foreign Exchange earned ( in Lacs) |
Nil |
Nil L /—> / |
FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies
(Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis.
| SL. No. |
Particulars |
Details |
| a) |
Name (s) of the related party & nature of relationship |
N.A |
| b) |
Nature of contracts/arrangements/transaction |
N.A |
| c) |
Duration of the contracts/arrangements/transaction |
N.A |
| d) |
Salient terms of the contracts or arrangements or transaction including the value, if
any |
N.A |
| e) |
Justification for entering into such contracts or arrangements or transactions’ |
N.A |
| f) |
Date of approval by the Board |
N.A |
| g) |
Amount paid as advances, if any |
N.A |
| h) |
Date on which the special resolution was passed in General meeting as required under
first proviso to section 188 |
N.A |
2. Details of contracts or arrangements or transactions at Arm’s length basis.
| SL. No. |
Particulars |
Details |
| a) |
Name (s) of the related party & nature of relationship |
N.A |
| b) |
Nature of contracts/arrangements/transaction |
N.A |
| c) |
Duration of the contracts/arrangements/transaction |
N.A |
| d) |
Salient terms of the contracts or arrangements or transaction including the value, if
any |
N.A |
| e) |
Date of approval by the Board |
N.A |
| f) |
Amount paid as advances, if any |
N.A |
Form shall be signed by the people who have signed the Board’s Report.
+91-9892691696
