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The Members of IMEC Services Limited
(formerly known as Ruchi Strips and Alloys Limited)
Your Directors have pleasure in presenting the 31 Annual Report together with Audited Financial Statements of the Company for the year ended March 31, 2019.
|1. FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS:||(Rs. in Lac)|
|Sales & Other Income||120.73||52.65|
|Earning before finance cost and depreciation||57.65||(24.03)|
|Depreciation and Financial Charges||-||0.18|
|Profit/(Loss) before exceptional items & Tax||57.65||(24.21)|
|Profit/(Loss) before Tax||57.65||(24.21)|
|Provision for Tax||-||-|
|Profit/(Loss) After Tax||4.93||(23.95)|
|Other Comprehensive Income/(Loss)||(118.46)||0.60|
|Total Comprehensive Income/(Loss)||(113.53)||(23.35)|
The Company is engaged in providing management and consultancy services inter-alia engineering, information technology & technical. The Companys turnover stood at Rs. 120.73 Lac for the year ended March 31, 2019 as compared to Rs. 52.65 Lac in the previous year. The Company reported net profit of Rs. 4.93 Lac as compared to loss of Rs. 23.95 Lac in the previous year. Management is evaluating various propositions to improve the financial situation and is hopeful of arriving out of the distressed financial position.
Considering the continued weak performance of the Company and the losses incurred by the Company during the financial year under review, the Board of Directors of your Company expresses their inability to recommend any dividend for the year under report.
3. AMOUNT TRANSFERRED TO RESERVES:
The Company has not transferred any amount to its reserves during the year.
The Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder. As on March 31, 2019, there were no deposits lying unpaid or unclaimed.
5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANY:
The Company has one Subsidiary i.e. RSAL Steel Private Limited (RSPL).
RSPL is engaged in manufacturing of Cold Rolled Close Annealed and other steel products and trading of Hot Rolled Coils, Cold Rolled Close Annealed, other steel products and Agro Commodities. The Consolidated Financial Statements presented by the Company includes the Financial Statements of its subsidiary company as well. The Gross Revenue of the subsidiary company stood at Rs. 5,851.58 Lac as compared to Rs. 8,780.92 Lac in the previous year. The Net Loss after tax for the year stood at Rs. (3,239.63) Lac as compared to Rs. (6,242.80) Lac in the previous year.
The last few financial years have been very turbulent years for RSPL and it had suffered heavy losses, which had accumulated to Rs. 255 Crore as at March 31, 2019. Due to current losses and losses incurred in the earlier years, RSPL had defaulted in repayment of borrowing (term loan and working capital facilities) to the
Banks and the account of RSPL with Banks had turned into a Non Performing Asset (NPA). Since then, RSPL is in the process of settlement of dues to Banks and to come out of NPA. At present the discussions with the banks for settlement are in process and the Management of RSPL is hopeful that it will be able to settle the dues with the Banks in due course.
The performance of RSPL was primarily impacted due to stretched working capital cycle, lower level of liquidity impacting capacity utilization and business operations. Since last few years Low utilization of capacity of plant had adversely affected the fixed cost absorption for RSPL and had affected its profitability. RSPL had taken various steps to cut down the expenses in manpower cost and in other expenses as well. RSPL is also exploring various other opportunities of getting more Job Work and approaching various other manufacturers in the steel segment. RSPL is confident to continue its manufacturing operation in foreseeable future and hopeful to continue its going concern status and is exploring various other opportunities and also constantly coordinating with the Lenders to arrive at the best possible outcome for the revival of the outstanding dues. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the Financial Statement of the Companys subsidiary i.e. RSPL in Form AOC-1 is attached to the Financial Statements. The Company has no joint venture or associate 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 and separate Audited Financial Statements in respect of subsidiary of the Company, are available on the website of the Company viz, www.imecservices.in. None of the companies which have become/ceased to be subsidiary(ies), joint ventures or associate companies during the year.
6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARDS REPORT AND END OF FINANCIAL YEAR:
There have been no 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.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Directors have nothing to report on the aforesaid matters as your Company is not engaged in manufacturing activities and has no foreign collaboration and has not exported or imported any goods or services during the year.
8. BUSINESS RISK MANAGEMENT:
Pursuant to Section 134(3)(n) of the Act and Listing Regulations, the Company has framed a detailed Risk Management Policy for assessment of risk and determine the responses to these risks so as to minimize their adverse impact on the organization. The functional head of the Company is responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board/Audit Committee.
9. DIRECTORS & KEY MANAGERIAL PERSONNEL: A. DIRECTORS:
The Board of Directors has subject to approval of the Members in the ensuing Annual General Meeting of the Company, appointed Mrs. Shivani Gupta (DIN: 08275256) as an Additional and Woman Independent Director (Non-Executive) of the Company for a period of five consecutive years w.e.f. November 14, 2018.
Further, the Board of Directors had at its Meeting held on February 19, 2019 appointed Mr. Saket Barodia (DIN: 00683938) as an Additional Director (Non-Executive) of the Company who holds office as a Director up to the date of the this Annual General Meeting of the Company.
The Board has recommended to the Members to appoint/confirm the above Directors at the ensuing Annual General Meeting of the Company. During the year under review, Mr. Navin Khandelwal, Ms. Ishita Khandelwal and Mr. Umesh Shahra have resigned from the Directorship of the Company w.e.f. July 10, 2018, November 14, 2018 and February 20, 2019 respectively.
As on March 31, 2019 the Board of Directors of the Company consists of Mr. Saket Barodia (DIN: 00683938) - Non Executive Director, Mr. Ashutosh Mishra - (DIN: 00038320) - Independent Director (Non-Executive) and Mrs. Shivani Gupta (DIN: 08275256) - Woman Independent Director (Non-Executive). In compliance with Regulation 36(3) of the Listing Regulations, brief resume, expertise and other details of the Director proposed to be appointed/reappointed is given in the Notice convening the ensuing Annual General Meeting.
Pursuant to provisions of sub-section (6) of Section 149 of the Act and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), each of the Independent
Directors of the Company have submitted a declaration that each of them continue to meet the criteria of independence as provided in the Act and Listing Regulations.
During the year under review, there was no re-appointment of any of the Independent Directors in the Company.
B. KEY MANAGERIAL PERSONNEL:
As on March 31, 2019, the office of Key Managerial Personnels comprised of Mr. Arvind Mishra-Chief Executive Officer, Mr. Ravi Deshmukh-Chief Financial Officer and Mr. Parag Gupta-Company Secretary and Compliance Officer.
Further, the Board of Directors at its Meeting held on August 8, 2019 appointed Mr. Nilesh Nagar as the Chief Financial Officer of the Company w.e.f. August 8, 2019 in place of Mr. Ravi Deshmukh who resigned from the office of Chief Financial officer of the Company w.e.f. closure of business hours on July 20, 2019.
10. BOARD EVALUATION:
Pursuant to the provisions of the Act and corporate governance requirements as prescribed by the Listing Regulations, the Board of Directors had on the basis of manner specified by the Nomination and Remuneration Committee carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Board Committees. The manner in which the evaluation has been carried out, is explained in the Corporate Governance Report.
The performance evaluation of Independent Directors has been done by the Board of Directors excluding the directors being evaluated.
A meeting of Independent Directors was held to review the performance of the Chairman, Non-Independent Directors of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and Listing Regulations. The Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared with the Chairman of the Company.
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, five Board Meetings, four Audit Committee Meetings, four Stakeholders Relationship Committee Meetings and four Nomination and Remuneration Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report to this Annual Report of the Company. The intervening gap between the two Meetings was within the period prescribed under the Act/Listing Regulations.
The details of composition of the Board of Directors and its Committees is given in the Corporate Governance Report to this Annual Report of the Company.
12. POLICY FOR APPOINTMENT OF DIRECTORs, KMPs AND SENIOR MANAGEMENT AND THEIR
The Board has adopted a policy for appointment of Directors, Key Managerial Personnels and Senior Management and their remuneration. The extract of the said Policy is reproduced in the Corporate Governance Report.
13. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of the Act, the Board of Directors of the Company hereby state and confirm that: i) In the preparation of the annual accounts for the financial year ended on March 31, 2018, the applicable accounting standards have been followed and no material departures have been made from the same; ii) we 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 of the Company for the year under review; iii) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) we have prepared the annual accounts/financial statements on a going concern basis; v) we have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi) we have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
14. STATUTORY AUDITORS:
To conduct the Statutory Audit of the Company for the financial year ended March 31, 2019, M/s. M.S. Singhatwadia & Co. Chartered Accountants, Indore, the Statutory Auditors of the Company were appointed vide Special Resolution passed by the Members of the Company through Postal Ballot the results of the same was declared on February 19, 2019 in order to fill the casual vacancy caused by the resignation of M/s.
A. Gattani & Associates, Chartered Accountants, Indore. M/s. M.S. Singhatwadia & Co. holds the office as the Statutory Auditors of the Company till the conclusion of the this Annual General Meeting of the Company.
Further, the Company had received confirmation from M/s. M.S. Singhatwadia & Co., Chartered Accountants, Indore, regarding their consent and eligibility under Section 139 and 141 of the Act read with the Companies (Accounts) Rules, 2014 for re-appointment as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the ensuing Annual General Meeting. Your Board recommends their appointment as the Statutory Auditors at the ensuing Annual General Meeting of the Company. The Standalone and Consolidated Auditors Report issued by M/s. M.S. Singhatwadia & Co., Chartered Accountants, Indore for the financial year ended March 31, 2019, does not contain any qualifications, reservations or adverse remarks.
Pursuant to the provisions of Section 204 of the Act, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Listing Regulations, the Board of Directors of the Company at its meeting held on February 19, 2019, had appointed Ms. Neha Jain, Practicing Company Secretary, Indore as the Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report in the prescribed Form MR-3 is annexed to this report as "Annexure-A". The said Secretarial Audit Report does not contain any qualifications or reservations except for the remarks as specified below on which the opinion of the Board is also mentioned: i) As per provision of Rule 8 of Companies (Accounts) Rules 2018, company has not made a disclosure in its Directors Report for the Financial Year 2017-18, as to whether maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company: The provisions of Section 148 of the Companies Act, 2013 regarding appointment of Cost Auditor is not applicable to the Company, hence the Company did not made any disclosure in the Directors Report for the Financial Year 2017-18. The Company has from the Financial Year 2018-19 onwards started giving disclosure in its Directors Report about the non-applicability of appointment of Cost Auditor. ii) As per Regulation 7(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company intimated to stock exchange about execution of tripartite agreement via mail, which was not a proper means of intimation, it shall be intimated through BSE Listing Centre: Due to some technical issues the said intimation could not be sent through BSE Listing Centre.
iii) As per Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not submitted the newspaper publications of financial results and notice of the Board meetings held for the quarter ended 31st March 2018 and 30th June 2018 to the stock exchange: The Company has started submitting the copy of newspaper publications from the quarter June 30, 2018 onwards with the Stock Exchange. iv) As per Regulation 33(3)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted quarterly and year-to-date standalone financial results to the stock exchange for the quarter ended 31st December 2018, on 19th February 2019, which was due to be submitted on or before 14th February 2019. Therefore BSE has imposed fine during the year through letter dated 05.03.2019, for late submission of financial results for the quarter ended December 2018 of Rs. 5000 per day till the date of compliance i.e. Rs. 25000+ 4500(18% GST) = 29500/-:
The Company was in process of appointment of new Statutory Auditors of the Company due to the casual vacancy caused in the office of Statutory Auditors; through Postal Ballot and e-voting Process for which the last date of receiving the ballot forms / e-voting was February 18, 2019 and the results of the same were declared and intimated to the Stock Exchange on February 19, 2019. Accordingly the Financial Results for the quarter ended December 2018 were submitted to the Stock Exchange on February 19, 2019 instead of the due date i.e. on or before February 14, 2019 on which the Company was supposed to submit to the Stock Exchange. Hence a penalty (Rs. 5,000/- per day for delay till the date of submission of Results) for an amount of Rs. 29,500/- (inclusive of GST at 18%) was imposed on the Company and the same had been paid by the Company. The Company had also requested to BSE to waive off the penalty imposed due to the reasons which were beyond the control of the Company.
v) The Company has not intimated Securities and Exchange Board of India after change of its name and update new name of listed entity on SCORES website till 31st March 2019: Inadvertently the said intimation was missed by the Company and the same had been complied with.
vi) As per provision of Section 7(3) of Payment of Gratuity Act 1972, the company has delayed payment of Gratuity to an employee (Director) which is required to be paid within 30 days from the date it becomes payable: Due the some technical issue the payment was delayed in this case.
Further, in accordance with provisions of SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 and the Listing Regulations, the Board of Directors of the Company had authorized Ms. Neha Jain Secretarial Auditor of the Company to issue the Secretarial Compliance Report for the financial year 2018-19.
In accordance with the provisions of the Listing Regulations, the Secretarial Compliance Report for the financial year 2018-19 issued by Ms. Neha Jain Practicing Company Secretary had been sent to the Stock Exchange within the statutory time limit.
Pursuant to the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors at its meeting held on August 4, 2018, had appointed M/s. Nahata Mahajan & Co., Chartered Accountants as the Internal Auditor of the Company for the Financial Year 2018-19. The respective reports of the Internal Auditor were placed before the Audit Committee Meeting of the Board of Directors of the Company for their review and necessary action. Further, the Board of Directors at its meeting held on May 30, 2019 re-appointed M/s. Nahata Mahajan & Co., Chartered Accountants as the Internal Auditor of the Company for the financial year 2019-20.
17. MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:
During the year under review, the Company has not made any loans or investments or given any guarantees or provided any securities under the provisions of Section 186 of the Act. The existing loans given, investments made, guarantees given and/or securities provided are in compliance with the provisions of the Act and Rules made thereunder and details thereof are given in the Notes to the Financial Statements of the Company.
19. RELATED PARTY TRANSACTIONS:
All transactions entered during the financial year into by the Company with the related party were in the ordinary course of the business and at arms length basis. The Audit Committee grants omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. Disclosures about the related party transactions which were in the ordinary course of business and at arms length basis have been made in Note No. 23 to the Financial Statement. There are no materially significant related party transactions entered into by the Company. The policy on related party transactions as approved by the Board of Directors is available on the website of the Company viz. www.imecservices.in.
20. CORPORATE SOCIAL RESPONSIBILITY:
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 Act and hence it is not required to formulate policy on corporate social responsibility.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the year under review, there has been no such significant and material orders passed by any Regulators or Courts or Tribunals impacting the going concern status of the Company or its operations in future.
22. 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 Auditor reports to the Chairman of the Audit Committee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies 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. The Internal financial controls with reference to the financial statements were adequate and operating effectively.
23. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:
The Company has a mechanism called the Vigil Mechanism and a policy to facilitate its employees and Directors to voice their concerns or observations without fear or raise reports of instance of any unethical or unacceptable business practice or event of misconduct/ unethical behavior, actual or suspected fraud and violation of Companys Code of Conduct etc. to the Committee. The said 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. The Whistle Blower Policy is disclosed on the website of the Company viz. www.imecservices.in.
24. PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure-B" forming part of the Boards Report.
25. CORPORATE GOVERNANCE:
Your Company is committed to maintaining the standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report.
26. SECRETARIAL STANDARDS:
The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is provided in a separate section forming part of the Annual Report.
28. DETAILS OF SEXUAL HARASSMENT COMPLAINTS:
In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Sexual Harassment Act), the Company has formed a Policy for prevention, prohibition and redressal of sexual harassment of women at workplace. The provisions relating to the constitution of the Internal Complaints Committee are not applicable to the Company. The status of complaints as on March 31, 2019 under the Sexual Harassment Act is as under:
1. Number of complaints pending as at the beginning of the year: NIL
2. Number of complaint received in the year: NIL
3. Number of complaint disposed off during the year: NIL
4. Number of complaints pending as at the end of the year: NIL
29. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in the prescribed Form MGT-9 is enclosed as
30. LISTING AT STOCK EXCHANGE:
The Companys Equity Shares are continued to be listed on BSE Limited.
31. SHARE CAPITAL:
The paid up Equity Share Capital of the Company as on March 31, 2019 was Rs. 49.99 Crore. There was no change in the share capital during the year under review.
32. CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER:
The Board of Directors have received a certificate from Chief Executive Officer and Chief Financial Officer of the Company as specified in Part B of Schedule II of Regulation 17 (8) of the Listing Regulations.
33. INDUSTRIAL RELATIONS:
Relations with the employees continued to remain cordial throughout the year. Your Directors wish to place on record their appreciation for sincere and dedicated services rendered by the executives and staff at all levels.
The Directors wish to place on record their appreciation for the sincere cooperation extended by the Members, Bankers, Employees of the Company and all other Government Agencies in carrying out the business of the Company.
By order of the Board of Directors For IMEC Services Limited
(formerly known as Ruchi Strips And Alloys Limited)
|Saket Barodia||Ashutosh Mishra|
|DIN : 00683938||DIN: 00038320|
Date: August 8, 2019