To
The Members,
Your directors have pleasure in presenting the 38th Boards Report on the
business and operations of your company for the financial year ended 31st March
2023.
1. FINANCIAL HIGHLIGHTS
A summary of the Companys financial results for the Financial Year 2022-23 is as
under:
Amount in lakhs
| Particulars |
Year ended |
|
31.03.2023 |
31.03.2022 |
| Sales and Other Income |
7682.53 |
5126.70 |
| EBIDTA |
454.18 |
349.74 |
| Finance Cost |
184.43 |
121.12 |
| Depreciation |
89.08 |
92.59 |
| Profit before Tax |
180.67 |
136.03 |
| Provision for taxation: Current Tax |
44.49 |
39.72 |
| Deferred Tax |
1.24 |
(5.20) |
| Profit after Tax |
134.94 |
101.50 |
| Add: Other Comprehensive Income |
0.92 |
0.49 |
| Total Comprehensive Income for the year |
135.86 |
101.99 |
PERFORMANCE:
The Company focused on its core business TPP and its allied products. The operation of
TPP project at Patancheru, Medak District, Telangana State has been stabilized and the
Company has been making efforts to improve the performance.
The income from operations is Rs. 7682.53 lakhs as against Rs. 5126.70 lakhs for the
corresponding previous year. The profit before tax stood at Rs.180.67 lakhs as against Rs.
136.03 lakhs for the previous year. The profit after tax stood at Rs.134.94 lakhs as
against Rs. 101.50 lakhs for the corresponding period. The Basic Earnings per share for
the year ended 31.03.2023 is Rs.1.73 as against Rs.1.30 for the corresponding previous
year ended 31.03.2022.
2. DIVIDEND:
Your Directors did not recommend dividend for the financial year 2022-23.
3. TRANSFER TO RESERVES
For FY 2022-23, the Company has not transferred any amount to Reserves.
4. SHARE CAPITAL
The issued, subscribed and paid- up Equity Share Capital of the Company as on 31st
March, 2023 stood at Rs. 786.55 lakhs consisting of 78,65,520 Equity Shares of Rs.10/-
each.
During the year, there has been no change in the Authorized Capital of the Company.
Further, the Company has not issued shares or convertible securities or shares with
differential voting rights nor has granted any stock options or sweat equity or warrants
during the year.
As on 31st March, 2023, none of the Directors of the Company hold instruments
convertible into Equity Shares of the Company.
5. PUBLIC DEPOSITS
The Company has not accepted or invited any Deposits and consequently no deposit has
matured / become due for repayment as on 31st March 2023.
6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FIANNCIAL POSITIO OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the
Company which occurred between the end on the financial year to which the financial
statements relate and the date of this report.
7. PARTICULARS OF DIRECTORS AND KEY MANEGERIAL PERSONNEL:
The Board of the Company is duly constituted. None of the directors of the company is
disqualified under the provisions of the Companies Act, 2013 (the ‘Act) or under the
SEBI (LODR) Regulations, 2015.
Declaration by independent directors
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 the Companies Act, 2013 and Regulation 25 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Re-appointments:
Sri T.G. Raghavendra, Chairman and Managing director of the Company retire by rotation
at the forthcoming Annual General Meeting and, being eligible offers himself for
reappointment. The Board recommends his reappointment for the consideration of the Members
of the Company at the forthcoming Annual General Meeting. Brief profile of T.G.
Raghavendra has been given in the Notice convening the Annual General Meeting
The first term of office of Mrs Karunasree Samudrala as Independent Director of the
Company, expired on 26th August 2022. The members through postal ballot
(results declared on 22nd August 2022) re-appointed her for second term from 27th
August 2022 to 26th August 2027.
Mrs. I.V. Lakshmi was appointed as the Company Secretary and Compliance Officer and KMP
of the company w.e.f. 1st June, 2022 in place of Siram Lakshmi Raga Prathyusha who has
resigned from the position of Company Secretary & Compliance Officer and KMP w.e.f
31st May, 2022.
Other than as stated above, there has been no other change by way of appointment or
resignation in the Directors or the Key Managerial Personnel during the year under review.
Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings
issued by ICSI, brief particulars of the directors proposed to be appointed/ re-appointed
are provided as an annexure to the notice convening the AGM.
Registration of Independent Directors in Independent Directors Databank
All the Independent Directors of your Company have been registered and are members of
Independent Directors Databank maintained by the Indian Institute of Corporate Affairs
(IICA).
8. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy which lays down a framework in relation to selection, appointment and
remuneration to directors, key managerial personnel and senior management of the Company.
The Companys policy on directors and KMP appointment and remuneration and other
matters provided in section 178(3) of the Act have been disclosed in the corporate
governance report, which forms part of the directors report.
9. NUMBER OF BOARD MEETINGS OF THE BOARD.
During the FY 2022-23, Seven (7) meetings of the board were held, the details of which
have been disclosed in the corporate governance report, which forms part of the Boards
report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed by the Companies Act, 2013.
10. BOARD EVALUATION AND ASSESSMENT
Evaluation of all Board members is done on an annual basis. The evaluation is done by
the Board, Nomination and Remuneration committee and Independent Directors with specific
focus on the performance and effective functioning of the Board and individual Directors.
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out
performance evaluation taking into consideration of various aspects of the Boards
functioning, composition of Board, and its Committees, execution, and performance of
specific duties, obligations and governance. The Performance of evaluation of Independent
Directors was completed. The Performance evaluation of Chairman and the Non-Independent
Directors was carried out by the Independent Directors. The Board of Directors expressed
their satisfaction with evaluation process.
11. COMMITTEES OF THE BOARD
As required under the provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as on 31st March,
2023, the Board has the following committees:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholders Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are given in the notes to Financial Statements forming a part of this
annual report.
13. RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms
length basis and in the ordinary course of business and thus a disclosure in Form AOC-2 in
terms of Section 134 of the Act is not required. Further, there are no material related
party transactions during the year under review with the Promoters, Directors or Key
Managerial Personnel. All related party transactions are mentioned in the notes to the
accounts. The Company has developed a framework through Standard Operating Procedures for
the purpose of identification and monitoring of such Related Party Transactions.
All Related Party Transactions are placed before the Audit Committee as also the Board
for approval, where ever required. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of a foreseeable and repetitive nature. A
statement giving details of the related party transactions entered into pursuant to the
omnibus approval so granted are placed as necessary before the Audit Committee and the
Board of Directors. The Company has developed a Policy on Related Party Transactions for
the purpose of identification and monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Companys website. None of the Directors has any pecuniary relationship or transactions
vis-a-vis the Company except remuneration.
14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:
There are no significant and material orders passed by the Regulators/ Courts that
would impact the going concern status of the Company and its future operations.
15. AUDITORS AND OBSERVATIONS
(a) Statutory Auditors
At the 36th Annual General Meeting (the ‘AGM) held on 30th
September, 2021, the members approved the appointment of M/s. S.T.Mohite & Co.,
Chartered Accountants (Firm Registration No. 011410S) as Statutory Auditors of the company
to hold office for a period of five years from the conclusion of that AGM till the
conclusion of the 41st AGM, under the Act.
The Auditors Report for FY 2022-23 does not contin any qualification, reservation or
adverse remark. The Report is enclosed with the financial staments in this Annual Report.
(b) 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. Geeta Serwani & Associates, Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Report
of the Secretarial Auditor is annexed herewith as "Annexure-1".
Secretarial Auditors report do not contain any qualifications, reservations or adverse
remarks.
(c) Internal Auditors
Internal auditors of the Company have done audit and their report is reviewed by the
Audit Committee from time to time.
16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the year under review, there were no instances of fraud committed against the
Company by its officers or employees as reported by the auditors to the Audit Committee or
the Board under section 143(12) of the Companies Act, 2013.
17. CORPORATE SOCIAL RESPONSIBILITY
The Company is not covered under the criteria mentioned in the provisions of Companies
Act, 2013.
18. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report on the operations of the Company, as
required under the provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015 red
with Schedule-V, is provided in a separate section and forms integral part of this Report.
19. CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate
section on corporate governance practices followed by the Company forms an integral part
of this Report.
The Auditors Certificate required under Clause E of Schedule V of the Listing
Regulations will be attached as an addendum to this report as signed copy from the Auditor
is awaited and the Board authorised the Executive Director to obtain the same and annex to
the Directors Report as an Addendum.
20. EXTRACT OF ANNUAL RETURN (MGT 9)
In accordance with Section 92(3) read with Section 134 (3) (a) of the Companies Act,
2013, Annual Return of the Company is available on the website of the Company and can be
accessed at https:// www.investorsatril.com/.
21. SUBSIDIARIES AND JOINT VENTURES
The Company does not have any Subsidiaries and Joint Ventures. Hence, a separate
statement containing the salient features of the Financial Statements of the Subsidiary
Companies/ Associate Companies/JV in Form AOC- 1 as required in terms of the provisions of
Sections 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts)
Rules, 2014 is not enclosed.
22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENT:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.
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 and its subsidiaries. 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
corrective actions thereon are presented to the Audit Committee of the Board.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company (with its inherent weakness) work performed by
the internal, statutory and secretarial auditors including the audit of internal financial
controls over financial reporting by the Statutory Auditors and the reviews performed by
management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Companys internal financial controls were adequate and effective
during the period ended on 31st March, 2023.
23. RISK MANAGEMENT
The Board of the Company has framed a policy to implement and monitor the risk
management plan for the Company and ensuring its effectiveness. The Board oversees the
Risk Management process including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting. The Audit Committee has
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy.
The Company has a Whistle Blower Policy to report genuine concerns or grievances &
to provide adequate safeguards against victimization of persons who may use such mechanism
and it is affirmed that no person has been denied access to the audit committee. The
Whistle Blower Policy has been posted on the website of the Company at
www.investorsatril.com.
25. HUMAN RESOURCES:
Many initiatives have been taken to support business through organizational efficiency,
process change support and various employee engagement programmes which has helped the
Organization achieve higher productivity levels. A significant effort has also been
undertaken to develop leadership as well as technical/functional capabilities in order to
meet future talent requirement.
26. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
(ii) 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 at the end of the financial year and of the profit
of the company for that period;
(iii) 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;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the company and
such internal financial controls are adequate and operating effectively;
(vi) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
27. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3) (m) of Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, information relating to ‘Conservation of energy, technology
absorption and foreign exchange earnings and outgo, is given in Annexure-III to this
Report.
28. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in its premises through various policies and practices. Company
always endeavours to create and provide an environment that is free from discrimination
and harassment including sexual harassment.
Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace which
aims at prevention of harassment of employees and lays down the guidelines for
identification, reporting and prevention of undesired behaviour.
Internal Complaints Committee has been set up to redress complaints received regarding
sexual harassment. All associates of the company are covered under this policy. There were
no complaints received under the policy during 2022-23.
29. PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purview
of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
30. PARTICULARS OF REMUNERATION
Disclosures with respect to the remuneration of Directors and employees as required
under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
| Executive Directors |
Ratio to Median remuneration |
| T G Raghavendra |
15.16 |
| V J Sarma |
3.03 |
b. The percentage increase in remuneration of each director, chief executive officer,
chief financial officer, company secretary in the financial year: There is no increase
during the year.
c. There is percentage increase in the median remuneration of employees in the
financial year: NIL
d. The number of permanent employees on the rolls of Company: 59
e. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: There is no
increase in the remuneration / salaries during the year.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration paid to Key Managerial Personnel is as per the
remuneration policy of the Company.
31. APPRECIATION:
Your Directors wish to place on record their appreciation to employees at all levels
for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of
the employees have enabled the Company to remain stable, despite increased competition
from several existing and new players.
32. ACKNOWLEDGEMENTS:
The Board desires to place on record its sincere appreciation for the support and
co-operation that the Company received from the suppliers, customers, strategic partners,
Bankers, Auditors, Registrar and Transfer Agents and all others associated with the
Company. The Company has always looked upon them as partners in its progress and has
happily shared with them rewards of growth. It will be the Companys endeavour to build
and nurture strong links with trade based on mutuality, respect and co-operation with each
other.
By order of The Board of Directors Sd/-
T.G. RAGHAVENDRA
Chairman and Managing Director (DIN : 00186546)
Date : 12.08.2023
Place : Hyderabad
Registered Office:
17/745,Alur Road, Adoni-518301,
Kurnool Dist., Andhra Pradesh.
Corporate Office:
3rd Floor, TGV Mansion, Above ICICI Bank,
6-2-1012, Khairatabad, Hyderabad-500004,
Telangana.
Tel No.: +91 9154151038
Email: info@roopaindustries.com,
https://www.investorsatril.com/
+91-9892691696
