Radix Industries (India) Ltd Directors Report.

Your Directors hereby present the Twenty Fifth Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2019.

Financial Summary or Highlights/Performance of the Company:

The financial highlights for the current year in comparison to the previous year are as under:

(Rupees in Lakhs)

PARTICULARS Current Year Previous Year
(2018-19) (2017-18)
Revenue from Operations 1069.60 1206.58
Other Income - -
Total Revenue 1069.60 1206.58
Profit before Finance Charges, Tax Expenses,
Exceptional items and Depreciation 206.06 219.67
Less : Depreciation 3.96 5.19
Profit before Finance Charges, Tax Expenses, Exceptional items 202.10 214.48
Less : Finance Charges 28.73 41.77
Profit before Tax Expenses and Exceptional items 173.37 172.71
Add : Exceptional Items - -
Profit before Tax 173.37 172.71
Provision for Tax 48.77 46.48
Profit after Tax 124.60 126.22
Total Comprehensive Income 124.60 126.22
Less: Transfer to Reserves - -
Balance 124.60 126.22
Balance of profit of earlier years 572.99 567.17
Less : Dividend Paid on Equity Shares 100.04 100.04
Dividend Distribution Tax 20.56 20.36
Balance Carried Forward 576.98 572.99

COMPANY PERFORMANCE:

In the Financial Year 2018-19, owing to market conditions and other factors, your Company has made a revenue of Rs.1069.60Lacs in the current financial year as compared to Rs.1206.58 Lacs for the previous financial year. Your Company has posted net profit after tax of Rs.124.60 Lacs in the current year as compared to Rs. 126.22 Lacs in the previous financial year.

Your Directors are continuously planning for higher revenues by exploring western markets through local tie-ups, which has a huge market for the products of the Company and are confident of increasing the top line and bottom line with sustainable growth in the in the years to come.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business during the FY 2018-19

DIVIDEND:

The Board recommends Final Dividend of Rs.1/- per share (10% on face value of Rs.10/- each) for the financial year 2018-19.

TRANSFER TO RESERVES:

Your Company has not transferred any amount to reserves during the financial year.

CREDIT RATING

The Credit Rating of the company were reaffirmed during the year by ICRA Limited as follows.

S.No Instrument Rating Action
1 Long term - Fund based/CC [ICRA]BB(Stable); Reaffirmed
2 Short-Term - Non fund based [ICRA]A4; Reaffirmed
3 Long term/Short term [ICRA]BB (Stable)/[ICRA]A4
4 Unallocated Limits Reaffirmed

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Till date the Company does not have any Subsidiaries, Associates or Joint Ventures.

STATUTORY AUDITORS:

The shareholders in their meeting held on 20th September, 2014 approved appointment of M/s. Chevuturi Associates, Chartered Accountants, Vijayawada, as the Statutory Auditors of the Company to hold office till the conclusion of 25th Annual General Meeting subject to ratification. Accordingly, the term of M/s Chevuturi Associates shall be expired after the conclusion of this AGM.

The Board of Directors at its meeting held on 13th August, 2019, after considering the recommendations of the Audit Committee, had recommended the appointment of M/s. K.S.Rao & Co, Chartered Accountants (Firm Registration No.003109S) as the Statutory Auditors of the Company for a term of five years and further M/s. K.S.Rao & Co, Chartered Accountants have consented to the aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified under Section 141(3)(g) of the Companies Act, 2013 They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act. 2013 and the rules made thereunder.

Hence, the agenda for appointment of Statutory Auditor has been proposed in the notice 4 of this Annual General Meeting.

The Independent Auditors report given by M/s. Chevuturi Associates, Chartered Accountants, Statutory Auditors of the Company on Financial Statements of the Company does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS:

Internal Auditors of our Company M/s. Brahmayya & Co, Chartered Accountants have resigned from the office w.e.f 28.06.2019 and the Board of Directors based on the recommendation of the Audit Committee have appointed Sri. Papolu Anjaneyulu, Chartered Accountants as internal Auditors of the Company and the Internal auditors are submitting their reports on quarterly basis.

SECRETARIAL AUDITORS:

Pursuant to the 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. P.S.Rao &

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 I" to this report.

MAINTENANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

Smt. G Parvathi retires by rotation and, being eligible, offers herself for re-appointment at the 25th Annual General Meeting (AGM) of the Company scheduled to be held on 19th September, 2019.

The Nomination and Remuneration Committee, on the basis of performance evaluation of Independent Directors and taking into account the external business environment, the business knowledge, experience and the contribution made by Sri. M Kiran Phani Varma during his tenure, has recommended to the Board that continued association of Sri. M Kiran Phani Varma as Independent Director of the Company for the second term would be beneficial to the Company. Based on the above and the performance evaluation of Independent Director, the Board recommends re-appointment of Sri. M Kiran Phani Varma.

Except for the above there has been no changes in the office of directors or key managerial personnel during the year.

MEETINGS:

During the year, four meetings of Board of Directors were held as more particularly disclosed in the attached report of Corporate Governance. The intervening gap between any two meetings was within the prescribed period.

The Number and dates of meeting held by the Board and its Committees, attendance of Directors is given separately in Corporate Governance Report in terms of Section134(3)(b) of the Companies Act, 2013.

BOARD EVALUATION

As mandated under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the Directors individually vis--vis the Board and its committees have been carried out. The manner of such evaluation has been disclosed in the Corporate Governance Report.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Company has not given any loans or made any investments or provided any guarantee covered under the provisions of Section 186 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

(i) that in the preparation of Annual Accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the directors 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 at the end of the financial year and of the profit of the company for that period:

(iii) that 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

(iv) that the directors have prepared the annual accounts on a going concern basis.

(v) 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 efficiently.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and Operating effectively.

REMUNERATION POLICY

All policies which were required to be disclosed along with Board Report are mentioned separately after Corporate Governance Section of the report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.radixindustries.in

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements with related parties as specified in section 188 of the Act, during the financial year 2018-19

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as "Annexure - II" and forms part of this report.

EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form No. MGT-9 is annexed herewith as

"Annexure - III" to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 a report on Management Discussion & Analysis is herewith annexed as "Annexure IV" to this report.

LISTING:

Your Companys shares are presently listed on The BSE Limited, Mumbai and the listing fees for F.Y 2019-20 is paid.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Shareholders Grievance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources acquired are used economically.

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as "Annexure V" to this report.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance is annexed as "Annexure-VI" herewith, as a part of the Annual Report along with the certificate on its compliance.

DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY:

The Company does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the Calendar year:

• No. of complaints received : Nil

• No. of complaints disposed off : Nil

ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation to the customers, members, dealers, employees, bankers, State and Central Government, Stock Exchanges and all stakeholders for their co-operation and confidence reposed in the Company.

BY THE ORDER OF THE BOARD
For Radix Industries (India) Limited
Sd/-
G. Raghu Rama Raju
Place: Tanuku Chairman & Managing Director
Date : 13.08.2019 (DIN: 00453895)