Dear Shareholders,
Your Directors are pleased to present the 40th Report of Board of Directors
("Board) on the business and operations of RACL Geartech Limited
("Company") together with its Audited Financial Statements for the financial
year ended 31st March, 2023.
FINANCIAL PERFORMANCE
The highlights of the financial performance of the Company during the year under review
are summarized below:
(Rs. in Lakh)
|
Standalone |
Consolidated |
Particulars |
31st March, 2023 |
31st March, 2022 |
31st March, 2023 |
31st March, 2022 |
| Total Revenue |
36734.37 |
27503.99 |
36734.37 |
27504.61 |
| Total Expenses |
31601.61 |
24208.73 |
31592.28 |
24213.30 |
| Finance Costs |
2065.69 |
1239.15 |
2065.69 |
1239.72 |
| Depreciation & Amortisation |
1869.05 |
1570.44 |
1869.76 |
1570.44 |
| Profit Before Tax |
5132.76 |
3295.26 |
5142.09 |
3291.31 |
| Tax Expenses: |
|
|
|
|
| Current Tax |
(1183.04) |
(758.28) |
(1194.43) |
(758.28) |
| Deferred Tax |
(204.65) |
(142.25) |
(204.65) |
(142.25) |
| Profit After Tax |
3745.07 |
2394.73 |
3743.01 |
2390.79 |
Total Comprehensive Income for the Peri- od |
3716.34 |
2346.71 |
3714.89 |
2337.89 |
| Earnings Per Share (Rs.) |
|
|
|
|
| 1. Basic |
34.73 |
22.21 |
34.72 |
22.17 |
| 2. Diluted |
34.73 |
22.21 |
34.72 |
22.17 |
STATE OF AFFAIRS AND OPERATIONAL HIGHLIGHTS
Your Company reported an excellent performance despite economic disruptions during the
financial year (‘FY) 2022-2023. Your Company ended the year with revenue from
operation of Rs. -36734.37 Lakhs over previous year corresponding figure of Rs. 27503.99
Lakhs. This resulted in EBITDA of Rs. 5132.76 Lakh in FY 2022-23, representing a growth of
around 33%.
The operational performance of the Company has been comprehensively covered in the
Management Discussion and Analysis Report. The Management Discussion and Analysis Report
for the year under review, as stipulated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing
Regulations") is presented in a separate section forming part of the Annual Report.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2023 stood at Rs. 107816000/-. During
the year under review, the Company has not issued shares with differential voting rights
nor has granted any stock options nor sweat equity.
TRANSFER TO RESERVES
The Company has not proposed any amount to be transferred to the General Reserves.
DEPOSITS
Your Company has not accepted any deposits under Chapter V of the Companies Act, 2013
during the year.
DIVIDEND
The Board, at its meeting held on May 22, 2023, is pleased to recommend a dividend of
Rs.1.50/- per Equity Share of the face value of Rs. 10/- each for the financial year ended
March 31, 2023 subject to the approval of shareholders at the ensuing Annual General
Meeting. The register of members and share transfer books will remain closed from 13th
September, 2023 to 19th September, 2023 (both days inclusive) for the payment
of final dividend to the shareholders of the Company, for the year ended on March 31,
2023. The Dividend will be paid to members within 30 days from the date of declaration of
dividend whose names appear in the Register of Members as on 12th September,
2023 and as per the Dividend Distribution Policy of the Company.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") is available on the Companys website at
www.raclgeartech.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In compliance with the requirements of the Companies Act, 2013 ("Act") and
Listing Regulations, the Company, as on date, has Eight (8) Directors on Board with an
optimum mix of Executive, Non-Executive and Independent Directors. At the Board meeting
held on May 22, 2023, the Company appointed Ms. Neha Bahal to hold the position of Company
Secretary and Compliance Officer of the Company in place of Ms. Shagun Bajpai who resigned
from the position on February 12, 2023. The details of the changes in the Board and Key
Managerial Personnel that took place during the year under review and upto the date of
this Report, are provided under Corporate Governance Report which forms part of this
Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence and that there has been no
change in the circumstances which may affect their status as independent director during
the year as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and
the Listing Regulations.
Further the names of the Independent Directors of the Company have been included in the
data bank maintained by the Indian Institute of Corporate Affairs of Independent Directors
as per the provisions of the Companies Act, 2013 and the rules made thereunder.
Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act. Company has received a confirmation from the Directors and senior
management personnel of the company w.r.t. compliance of the code of conduct required
under Regulation 26 of the Listing Regulations.
RELATION BETWEEN DIRECTORS INTERSE
Except Mr. Gursharan Singh, Chairman & Managing Director and Mrs. Narinder Paul
Kaur, Non-Executive Director, none of the Directors of the Company is related to the other
Director or to any other employee of the Company.
MEETINGS OF THE BOARD OF DIRECTORS
During the financial year, the Board met four times, details of which are provided in
the Corporate Governance Report. The maximum interval between any two meetings did not
exceed 120 days as prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD OF DIRECTORS
Your Company has the following committees which have been established as a part of the
corporate governance practices and are in compliance with the requirements of the
Companies Act, 2013 and the Listing Regulations.
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee (constituted in the FY 2023-24)
The details with respect to the compositions, roles, number of meetings held during the
year is detailed in the corporate governance report of the Company, which forms a part of
this Report.
BOARD EVALUATION
The Companies Act, 2013 states that a formal Annual Evaluation needs to be made by the
Board of its own performance and that of its committees and individual directors. Listing
Regulations, mandates that the Board shall monitor and review the Board evaluation
framework. Pursuant to these provisions, the Company has developed a framework for the
Board evaluation. The framework includes evaluation on various parameters such as
information flow, Board dynamics, decision making, company performance and strategy, Board
and committees effectiveness and peer evaluation.
The evaluation of all the Directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. During the year 2022-23, Independent
Directors met on February 06, 2023, discussed and reviewed the below:
• Performance of Non Independent Directors;
• Performance of the Chairman;
• Performance of the Board Committees;
• Discussed on the quality, quantity and timeliness of flow of information between
the Company anagement and the Board Members;
• Overall performance of the Company;
The Nomination and Remuneration Committee is responsible for the formulation of
criteria for evaluation.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has one subsidiary namely RACL Geartech GmbH which was incorporated in
Austria in February, 2019. The consolidated financial statements presented by the Company
include the financial information of RACL Geartech GmbH and have been prepared in
compliance with the applicable Accounting Standards issued by the Institute of Chartered
Accountants of India ("ICAI"). The Company has no Joint Venture or Associate
Company. There has been no material change in the nature of the business of its
subsidiary.
Pursuant to provisions of Section 129(3) of the Act, a separate statement containing
the salient features of the financial statements of the Companys subsidiary in Form AOC-1
is attached with the financial statements of the Company. Further, pursuant to the
provisions of Section 136 of the Act, the standalone financial statements of the Company,
consolidated financial statements along with relevant documents and separate accounts in
respect of RACL Geartech GmbH, are available on the website of the Company.
AUDITORS & AUDITORS REPORT A. STATUTORY AUDITORS
Pursuant to section 139 of the Act and the Rules made thereunder, M/s. Gianender &
Associates, Chartered Accounts (ICAI Firm Regn. No. 004661N) were appointed as the
Statutory Auditors of the Company for a second term of 5 (five) years with effect from the
conclusion of 37th (Thirty Seventh) AGM upto the conclusion of the 42nd
(Forty Second) AGM.
Audit Reports on Standalone Financial Statements and Consolidated Financial Statements
are self- explanatory and do not call for any further comments under Section 134 of the
Companies Act, 2013. The Auditors Report to the shareholders for the year under review
does not contain any adverse qualification. No frauds have been reported by the Auditors
under Section 143(12) of the Companies Act, 2013 requiring disclosure in this Report.
B. SECRETARIAL AUDITOR
Pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the rules
made there under and based on the recommendations of the Audit Committee, Rosy Jaiswal
& Associates, has been appointed to conduct Secretarial Audit of the Companys
secretarial and other related records for the financial year 2022-23. The Secretarial
Audit Report for the financial year ended March 31, 2023 in Form MR-3 is appended as Annexure-A
to this report.
C. INTERNAL AUDITOR
Pursuant to provisions of Section 138 of the Act, the Board of Directors at its Meeting
held on May 27, 2022 appointed Protiviti India Member Private Limited as Internal Auditors
of the Company for the financial year 2022-23. The Internal Auditors of the Company
provided their reports to the Audit Committee and Board of Directors periodically.
On recommendation of the Audit Committee the Board of Directors approved the
re-appointment of M/s Protiviti India Member Private Limited as Internal Auditors of the
Company for the Financial Year 2023-24.
COST AUDIT AND MAINTENANCE OF COST RECORDS
Pursuant to Companies (Cost Records and Audit) Amendment Rules, 2014 notified by the
Ministry of Corporate Affairs (MCA) on December 31, 2014, the Company is not mandatorily
required to get its Cost Records for the financial year 2022-23 audited in terms of
provisions of Section 148 of the Act and maintenance of cost records as specified by the
Central Government under sub-section (1) of section 148 of the Act, was also not required
to be maintained by the Company.
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
Except as disclosed elsewhere in the Annual Report, there have been no material changes
and commitments, which can affect the financial position of the Company between the end of
financial year i.e. March 31, 2023 and the date of this report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has set up suitable internal control processes that are match up with its
business and operations. These controls are in place to guarantee the accurate management
of business, touring of operations, precision of financial reports, correctness and
complete account records, rapid preparation of dependable financial information, defending
assets from unauthorized use or loss, prevention and identification of frauds and
mistakes, and conformity to regulations. The Company has maintained its attempt to
harmonize all its systems and controls with the highest worldwide standard. To ensure that
resources are secured against destruction or harm and that account records are accurate
for planning financial statements, the Management keeps up a system of accounting and
controls, including an inside review process. Internal controls are assessed by the
Internal Audit team and supported by Administration reviews. All audit cognitions and
subsequent steps thereon are trailed for determination by the Internal Audit part and
reported to the Audit Committee. Constant instruction on adherence to the Companys Code
of Business Conduct is conducted across the group. The Code covers transparency in
financial reports, ethical conduct, compliant to regulations, disagreement of interest
review, and reporting of matters. Anti-fraud undertakings including whistle blower/vigil
procedures are effective across the Company.
VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 of the Companies Act, 2013 and
Regulation 22 of the Listing Regulation. Under the policy, the Directors and employees are
free to report any violation of the applicable laws and regulations and the code of
conduct of the Company. The reportable matters are to be disclosed to the Audit Committee.
During the year under review, the Company has not received any complaints under the said
mechanism. Whistle Blower Policy of the Company can be accessed at below weblink:
www.raclgeartech.com
RISK MANAGEMENT
This is integral to the Companys strategy and attainment of its long-term goals. The
Companys success lies in its ability to identify the opportunities generated by the
business and the markets it operates in. The primary objective of the Companys risk
management framework is to guarantee timely and effective identification and mitigation of
potential risks, while also enabling flexibility in adapting a risk-conscious business
strategy that can tap into new opportunities. The Company implemented a comprehensive risk
management system that protects its stakeholders interests by detecting, scrutinizing and
managing significant business risks. This entails various strategies such as risk
identification surveys, environmental business analysis, and gathering feedback from
internal and external stakeholders. The risks are rated to various parameters, such as
probability of occurrence, severity of impact and Companys preparedness to mitigate such
risks. The risks identified are placed on a matrix to depict the potential staging and
monitoring of the same. The assessment considers both short and long-term risks, including
how these risks are changing, together with emerging risk areas. These are assessed on an
ongoing basis and officially by the Board.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34(2)(e) of the Listing Regulation, Management Discussion and
Analysis Report is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE
Corporate Governance is about maximizing the value and to ensure fairness to all its
shareholders. Your Company is renowned for its exemplary governance standards and believes
that sound corporate governance is critical to enhance and retain investor trust. Your
Company ensures that performance is driven by integrity. The Companies Act, 2013 and the
Listing Regulation have strengthened the governance regime in the country and your Company
is in compliance with the governance requirements provided under the law both in letter
and spirit. The Board also exercises its fiduciary responsibilities in the widest sense of
the term.
Your Company has in place all the statutory committees required under the law. Details
of the Board Committees along with their terms of reference, composition and meeting of
the Board and its Committees held during the year are provided in the Corporate Governance
Report which is presented in a separate section forming part of the Annual Report. A
Certificate from Ms. Rosy Jaiswal, Practicing Company Secretary confirming compliance with
the conditions of Corporate Governance as stipulated under the aforesaid Regulation 34(3)
Schedule V (E) of the Listing Regulations is attached to the Corporate Governance Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
A detailed Business Responsibility & Sustainability Report in terms of the
provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is available as a separate section in the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
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.
ANNUAL RETURN
In accordance with sections 134 of the Act, the annual return in the prescribed format
is available on the website of the Company viz. www.raclgeartech.com.
SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and that such systems are adequate and operating
effectively.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of section
186 of the Act are given in the Notes to the Financial Statements.
RELATED PARTY CONTRACTS & ARRANGEMENTS
All related party transactions done by the Company during the Financial Year 2022-23
were at arms length and in the ordinary course of business. All related party
transactions were reviewed and approved by the Audit Committee. During the Financial Year
2022-23, the Company has not entered into any material related party transaction as per
the Listing Regulations with any of its related parties. Disclosures pursuant to the
Accounting Standards on related party transactions have been made in the notes to the
Financial Statements.
To regulate related party transactions, the Company has also framed a Policy on Related
Party Transactions and the same is available on the Companys website at
www.raclgeartech.com. The particulars on RPTs in Form AOC-2 is annexed to the Report as Annexure-B.
For more details on Related Party Transactions which are in ordinary course of business
and on arms length basis, please refer to Notes of Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
Here at RACL, our goal is to make a lasting and beneficial impact through our corporate
practices. Transcending our material gain, we are determined to offer resources and
pathways for people to succeed and flourish. We take pride in not only observing our
progress, but actively celebrating and repeating our dedication to making the world a more
improved place for everyone. Knowing that our success relies on the welfare of those in
the regions where we are based, we are humbled to find ways to help these communities.
The Company is committed to ensure the well-being of the community and environment in
which it operates. Corporate Social Responsibility (CSR) forms an integral part of our
business activities. Companys CSR Policy also reflects the Companys commitment towards
society and environment. The CSR initiatives are carried out by the Company through a
variety of effective programs in accordance with the requirements of Schedule VII of the
Companies Act, 2013.
A detailed description of the programs/ activities undertaken is contained in the
Annual CSR Report which forms an integral part of this Report and is annexed as Annexure-C.
The contents of the CSR Policy as well as the CSR programs undertaken by the Company
are available on the Companys website at www.raclgeartech.com
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information required under Section 134(3)(m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology
absorption and foreign exchange earnings/outgo is attached as Annexure-D to this
Report.
HUMAN RESOURCE
At RACL, the Human Resources (HR) function has evolved significantly over time. The
function has always been determined to build best-in-class people processes that continue
to enhance creativity of people. Our focus remains on building and strengthening a culture
that keeps people at the core of all decisions while setting new benchmarks in
profitability and productivity. With this ambitious goal, the HR team has had yet another
successful year with a number of key accomplishments and initiatives being implemented.
The post pandemic world is different and in multiple ways; priorities have undergone a sea
change. As an organisation, weve always maintained sync with what people want. As a step
in this direction - the organisation focused on implementing practices and policies that
encouraged people to place a higher importance on health and wellness. This year also
witnessed an enhanced focus on building a culture that allows diversity to flourish and is
inclusive in the truest sense. Making the organisation completely inclusive is a long-term
journey that we have embarked upon and there is no looking back. Several changes were
brought about that ensured a safe and conducive environment for all people irrespective of
their gender, sexual preferences, caste, regional backgrounds, abilities, etc. With years
of continuous effort, weve been able to craft a unique and comprehensive performance
management system that helps teams work to their potential by providing them necessary
support and guidance. The system achieves a perfect balance between development, growth,
rewards, conversations and strengthens the manager-subordinate relationships. With a high
level of emphasis being placed on providing developmental and career growth opportunities,
the organisation is able to promote meritocracy and build fairness and transparency. Not
just the HR function but also the use of technology in the function has evolved over time.
Today, a large majority of our people processes are completely automated.
INDUSTRIAL RELATIONS
Theorganisationsoverallemployeerelationsremainedpositivethroughouttheyear.Thiswasaresultofourconsistent
efforts towards keeping our employees engaged, motivated, involved in the success story of
the organisation and completely committed to our cause. Various initiatives were
implemented at the plants that encouraged participation and collaboration of not just
employees but also of their families. We maintained a pleasant and cordial working
environment across all manufacturing locations and witnessed a high in productivity at
most of our manufacturing locations. The total number of permanent employees at RACL
including plants stands at approx. 557 at the close of business hours on March 31, 2023.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-E
to this Report.
REMUNERATION POLICY
The Nomination and Remuneration Policy of the Company has been formulated in accordance
with the Act and Listing Regulations. The Policy is designed to guide the Board in
relation to appointment and removal of Directors, Key Managerial Personnel and Senior
Management and recommend to the Board on remuneration payable to them. Policy enables the
Company to retain, motivate and promote talent and to ensure long term sustainability of
talented managerial persons and create competitive advantage. The current policy is
available on Companys website at www.raclgeartech.com.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe workplace for every individual
working in Companys premises through various interventions and practices. The Company
always endeavours to create and provide an environment that is free from discrimination
and harassment including sexual harassment. In terms of provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace. The
Company has also constituted Internal Committee, as required under the said enactment.
During the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
HEALTH, SAFETY AND ENVIRONMENT
The absolute respect of Environment, Health and Safety (EHS) is on the top priority of
RACL Geartech Limited. RACL Geartech Limited gives importance to safety, health and
well-being of its employees and all the people working for the Company. Your Company is
working hard to reduce the number of accidents to Zero. The Company encourages and ensures
that not only its employees but also its subcontractors working on Companys plants as
well as its suppliers comply with the occupational health and safety measures.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, confirm that: a. in the preparation of the annual accounts for the
year under review, the applicable accounting standards have been followed and there are no
material departures. b. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on March 31, 2023 and
of the profit of the Company for the year ended March 31, 2023. c. they have taken proper
and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities. d. they have prepared the annual accounts on
a going concern basis. e. they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and operating
effectively. f. they have devised proper systems to ensure compliance of the provisions of
all applicable laws and that such systems were adequate and operating effectively.
OTHER DISCLOSURE
Your Company has not made any application, nor any proceeding is pending against the
Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. As
the Company has not made any one time settlement with any banks or financial institution
during the year under review, Rule (8) sub-rule (4) clause (xii) of Companies (Accounts)
Rules,2014 is not applicable.
ACKNOWLEDGEMENTS
Your Directors wish to convey their gratitude and place on record their appreciation
for the employees at all levels for their hard work, cooperation and dedication during the
year. Your Directors sincerely convey their appreciation to customers, shareholders,
bankers, business associates, regulatory and government authorities for their continued
support.
Your Directors also wish to place on record their deep appreciation for the total
commitment displayed by all the executives, of cers and staff, resulting in yet another
eventful performance for the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
RACL GEARTECH LIMITED
GURSHARAN SINGH PLACE: NOIDA
(CHAIRMAN & MANAGING DIRECTOR)
DATE: AUGUST 12, 2023
DIN: 00057602
+91-9892691696
