Your Directors hereby present the Twenty Ninth Annual Report together
with the Audited Accounts of the company for the financial year ended 31st
March, 2023.
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 |
|
(2022-23) |
(2021-22) |
| Revenue from Operations |
2626.61 |
2541.82 |
| Other Income |
0.31 |
0.00 |
| Total Revenue |
2626.92 |
2541.82 |
| Total Expenditure (Before Financial Charges, Depreciation) |
2388.45 |
2297.20 |
| Profit before Finance Charges, Tax Expenses, |
|
|
| Exceptional items and Depreciation |
238.47 |
244.62 |
| Less : Depreciation |
6.08 |
3.08 |
| Profit before Finance Charges, Tax Expenses, Exceptional
items |
232.39 |
241.54 |
| Less : Finance Charges |
27.89 |
38.34 |
| Profit before Tax Expenses and Exceptional items |
204.50 |
203.20 |
| Add : Exceptional Items |
- |
- |
| Profit before Tax |
204.50 |
203.20 |
| Provision for Tax |
51.63 |
52.42 |
| Profit after Tax |
152.87 |
150.77 |
| Total Comprehensive Income |
152.87 |
150.77 |
| Less: Transfer to Reserves |
- |
- |
| Balance |
152.87 |
150.77 |
| Balance of profit of earlier years |
216.38 |
140.64 |
| Less : Dividend Paid on Equity Shares |
150.071 |
75.35 |
| Dividend Distribution Tax |
- |
- |
| Bonus issue |
- |
- |
| Balance Carried Forward |
219.179 |
216.38 |
COMPANY PERFORMANCE:
In the Financial Year 2022-23, your Company has made a revenue of Rs
2626.92 Lacs in the current financial year as compared to Rs. 2541.82 Lacs for the
previous financial year. Your Company has posted net profit after tax of Rs. 152.87 Lacs
in the current year as compared to Rs. 150.77 Lacs in the previous financial year. Your
Directors are confident of increasing the top line to achieve sustainable growth in the
business of the Company.
DIVIDEND:
The Board recommends Final dividend of Re.1 /- per Equity Share i.e.10%
on face value of Rs.10/- per equity share to the shareholders for the financial year
2022-23.
TRANSFER TO RESERVES:
Your Company has not transferred any amount to reserves during the
financial year.
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.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR
HAVE RESIGNED DURING THE YEAR:
As per the provisions of Companies Act, 2013, Smt.G Parvathi, retires
by rotation and being eligible, offers herself for reappointment at the 29th
Annual General Meeting (AGM) of the Company scheduled to be held on 25th
September 2023 Further after the closure of financial year, Board of Directors in their
meeting held on 25th May, 2023 have approved reappointment of Sri. G Raghu Rama
Raju as Managing Director of the Company subject to approval of shareholders. Accordingly,
Board of Directors seeks approval of shareholders for re-appointment of Mr. G Raghu Rama
Raju.
Except for the above there has been no changes in the office of
directors or key managerial personnel during the year.
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.
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.
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, 2023, 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.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business during the FY 2022-23.
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.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors and Senior Management
personnel and fix their remuneration. The Remuneration Policy is posted on the website of
the Company at the link: www.radixindustries.in
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.
ANNUAL RETURN:
The Annual Return of the Company as on 31st March, 2023 is
available on the Companys website and can be accessed at www.radixindustries.in
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 - I" to
this report.
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.
STATUTORY AUDITORS:
M/s. K.S.Rao & Co., Chartered Accountants (Firm Registration
No.003109S), were appointed as Statutory Auditors of the Company for a period of 5 Years
from the Conclusion of 25th Annual General Meeting of the Company till the
conclusion of 30th Annual General Meeting of the Company.
The Independent Auditors report given by M/s. K.S.Rao & Co.,
Chartered Accountants, the Statutory Auditors of the Company on Financial Statements of
the Company does not contain any qualification, reservation or adverse remark.
REPORTING OF FRAUDS:
During the year under review, there was no instance of fraud, which
required the Statutory Auditors to report to the Audit Committee and /or Board under
Section 143(12) of the Companies Act, 2013 and the rules made there under.
INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit
Committee have re-appointed Sri. Papolu Anjaneyulu, Chartered Accountants, as internal
Auditors of the Company. The Internal Auditors are submitting their reports on quarterly
basis.
SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT:
Pursuant to provisions of Section 204 of the Companies Act, 2013, read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Board has appointed M/s. P. S. Rao & Associates, Practicing Company Secretaries, to
conduct Secretarial Audit for 2022-23. The Secretarial Audit Report, pursuant to Section
204(1) of the Companies Act, 2013, for the financial year ended 31st March,
2023 is given in Annexure II attached hereto and forms part of this Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark on the Company
The Annual Secretarial Compliance Report issued by M/s. P.S. Rao &
Associates, Company Secretaries pursuant to SEBI circular dated February 8, 2019 is
forming part of the Corporate Governance 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
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
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 -
III" and forms part of this report.
PARTICULARS OF 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 2022-23. However, Company
has entered into related party transaction for during the year in the ordinary course of
business. The details of the same are provided in AOC-II as Annexure -IV to this report
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.
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.
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.
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.
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 - V" to this report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review your Company has complied with the
respective Secretarial Standards issued by the Institute of Company Secretaries of India
on Board Meetings, General Meetings and Dividend.
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.
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.
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 year: • No. of complaints received: Nil • No. of
complaints disposed off: Nil
LISTING:
Your Companys shares are presently listed on The BSE Limited, Mumbai
and the listing fees for F.Y 2023-24 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.
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 Chairman & Managing Director (DIN: 00453895)
Place: Tanuku Date : 25.07.2023
+91-9892691696
