Roopa Industries Ltd Directors Report.

To

The Members,

Your directors have pleasure in presenting the 35th Directors Report on the business and operations of your company for the financial year ended 31st March 2020.

1. FINANCIAL RESULTS:

Amount in lacs
Particulars Year ended
31.03.2020 31.03.2019
Sales and Other Income 2873.81 3043.25
EBIDTA 287.48 274.80
Finance Cost 131.20 138.59
Depreciation 76.26 57.25
Profit before Tax 80.01 78.96
Provision for taxation:
Current Tax 9.78 14.78
Deferred Tax 33.03 3.77
Profit after Tax 37.20 60.41
Add: Other
Comprehensive Income 0.31 0.20
Total Comprehensive
Income for the year 37.51 60.61

PERFORMANCE:

The Company focused on its core business TPP and its allied products. The operation of TPP project at Patacheru, Medak District, Telangana State has been stabilized and the Company has been making efforts to improve the performance.

The income from operations is Rs.28,73,81,473/ - as against Rs. 30,43,24,833/- for the corresponding previous year. The profit before tax stood at Rs.80,01,182/- as against Rs. 78,96,474/- for the previous year. The profit after tax stood at Rs.37,20,280/- as against Rs. 60,41,238/- for the corresponding period. The Basic Earnings Per Share for the year ended 31.03.2020 is Rs.0.48 as against Rs.0.77 for the corresponding previous year ended 31.03.2019.

2. DIVIDEND:

Your Directors did not recommend dividend for the financial year 2019-20.

3. SHARE CAPITAL

During the financial year under review, there has been no change in the Authorized Capital of the Company. The paid up Equity Share Capital of the Company as on 31st March, 2020 stood at Rs.7,86,55,200/-. During the year under review, 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. As on 31st March, 2020, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

4. PUBLIC DEPOSITS

The Company has not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31st March 2020.

5. 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.

6. PARTICULARS OF DIRECTORS AND KEY MANEGERIAL PERSONNEL:

Appointments:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Sri V.J.Sarma, 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 Mr. V.J.Sarma has been given in the Notice convening the Annual General Meeting.

Sri Satyanarayana Annadanam Murthy (DIN-02229882) and Sri Mohan Rao Oruganti (DIN-07009749) were appointed as Independent Directors on the Board of the Company at the Board Meetings held on 03-11-2015 for a period of five years. Subject to the approval of the members it is proposed to re-appoint the aforesaid Independent Directors for another term of 5 (five) years. Under the provisions of the Companies Act, 2013 (as amended) reappointment of Independent Directors for a second term requires prior approval of Members of the Company by way of Special Resolution. Accordingly the approval of the Members by way of Special Resolution(s) at the ensuing Annual General Meeting of the Company is being sought for reappointment of Sri Satyanarayana Annadanam Murthy (DIN-02229882) and Sri Mohan Rao Oruganti (DIN-07009749) for a period of Five (5) years as Independent Directors of the Company from the end of their respective terms.

Other than as stated above, there has been no other change in the Directors or the Key Managerial Personnel during the year under review.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed to the Corporate Governance Report as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forming part of this Annual Report.

Cessation:

During the year, none of the directors have ceased to be directors of the Company.

Key Managerial Personnel

Ms.T.Hema, Company Secretary had resigned from her position on 30/05/2019 and Ms. Siram Lakshmi Raga Prathyusha has been appointed as Company Secretary of the Company on 14/11/2019.

7. 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.

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.

8. NUMBER OF BOARD MEETINGS OF THE BOARD.

The details of the number of meetings of the Board held during the Financial Year 2019-20 forms part of the Corporate Governance Report.

9. COMMITTEES OF THE BOARD

The Board of Directors have 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.

10. 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.

11. 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--vis the Company except remuneration.

12. 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.

13. AUDITORS AND OBSERVATIONS

(a) Statutory Auditors

M/s. S.T.Mohite & Co., Chartered Accountants were appointed as Statutory Auditors of the Company for a period of five consecutive years to hold office till the conclusion of AGM to be held in the year 2021, on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Since there is no requirement, the Board has not recommended for ratification of Statutory Auditors in the Notice of 35th AGM.

Their appointment was subject to ratification by the Members at every subsequent AGM held after the AGM held on June 05, 2017. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

There are no qualification, reservations or adverse remark made by the auditors in their 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 2019-20. The Report of the Secretarial Auditor for Financial Year 2019-20 is annexed herewith as "Annexure-I".

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.

14. DETAILS IN RESPECT OF FRAUDS

REPORTED BY AUDITORS UNDER SECTION 143(12):

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

15. CORPORATE SOCIAL RESPONSIBILITY

The Company is not covered under the criteria mentioned in the provisions of Companies Act, 2013.

16. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in a separate section and forms integral part of this Report.

17. 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.

18. EXTRACT OF ANNUAL RETURN (MGT 9)

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Act, is annexed as Annexure ‘II which forms an integral part of this Report.

19. 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, 2020.

20. 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.

21. 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. The Whistle Blower Policy has been posted on the website of the Company at www.investorsatril.com.

22. 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.

23. 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.

24. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure- III forming part of this Report.

25. 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 2019-20.

26. 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.

27. 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 9.88
V J Sarma 3.95

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: 61

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.

28. 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.

29. 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 endeavor 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
Place : Hyderabad Chairman and Managing Director
Date : 13th November, 2020 (DIN : 00186546)