To
The Members of
Royal Cushion Vinyl Products Limited,
Your Directors have pleasure in presenting the 39th Annual Report together
with Audited Financial Statements of the Company for the financial year ended 31st March,
2023.
1. FINANCIAL RESULTS
|
|
(Rs. In Lakhs) |
Particulars |
Current year ended 31.03.2023 |
Previous year ended 31.03.2022 |
| Revenue from operations (Net) |
5209.25 |
6896.87 |
| Other Income |
1865.90 |
45.23 |
Net Income |
7075.14 |
6942.10 |
| Total Expenditure |
6552.22 |
8067.40 |
Profit / (loss) before interest and depreciation |
522.92 |
(1125.30) |
| Finance Cost |
374.92 |
311.60 |
| Depreciation |
128.56 |
110.93 |
Profit/(Loss) before Exceptional item |
19.44 |
(1547.83) |
| Exceptional item |
- |
6261.24 |
Profit/(Loss) for the year |
19.44 |
4713.41 |
2. PERFORMANCE OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
The Company has achieved Net Income of Rs.7075.14 Lakhs as against Rs. 6896.87 Lakhs in
the previous year. Net Profit of Rs. 19.44 Lakhs as compared to Net profit of Rs. 4713.41
Lakhs (including exceptional item) in the previous year. During the year other income
includes Rs. 1858.41 Lakhs towards profit on sale of fixed assets.
3. FINANCIAL STATEMENTS
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with
Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian
Accounting Standards) Amendment Rules, 2016.
4. TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve out of the
amount available for appropriation.
5. DIVIDEND
The Board of Directors is unable to declare any dividend for the year 2022-2023.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Listing Agreement and LODR
Regulations is disclosed separately in the current Annual Report.
7. DEPOSITS
During the year under review, your Company has not accepted any deposits within the
meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules 2014, as amended from
time to time and as such there are no such overdue deposits outstanding as on 31st
March, 2023.
8. CORPORATE SOCIAL RESPONSIBILITY
The Companies Act, 2013 mandates that every Company, who meet certain eligibility
criteria needs to spend at least 2% of its average net profit for the immediately
preceding three financial years on Corporate Social Responsibility activities. In view of
operational losses, no amount is required to be spent by the Company.
9. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Details on conservation of energy, technology absorption, foreign exchange earnings and
outgo is given in the Annexure
"A" to this report.
10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
Details of Loans, Guarantees and Investments under Section 186 of the Companies Act,
2015 forms part of notes to financial statements provided in this Annual Report.
11. RELATED PARTY TRANSACTIONS
All related party transactions entered during the year were in the ordinary course of
business and at arms length basis and were not material as per the Related Party
Transactions Policy of the Company. Details of the related party transactions done during
the year are part of the financial statements forming part of this Annual Report. The
Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board, the policy may be accessed on the Companys website
at www.rcvp.in. The particulars of contracts or arrangements with related parties as per
Section 188 of the Companies Act, 2013 and rules made thereof as amended from time to time
and as per the Related Party Transaction (RPT) policy the Company during the financial
year ended March 31, 2023 in prescribed Form AOC-2 is annexed to this Boards Report
(Annexure-B).
12. 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, a statement showing
the names and other particulars of the employees drawing remuneration and other details as
set out in the said rules are provided as an Annexure C in this annual report. The Company
had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
13. BOARD OF DIRECTORS
Mr. Jayesh Motasha retires as director by rotation at the ensuing Annual General
Meeting and, being eligible, offers himself for re-appointment.
The Board of Directors comprises of one Executive Director and Three Non-Executive
Directors. Mr. Mahesh. K. Shah, Chairman and Managing Director of the Company, Mr. Jayesh
Motasha Non Executive Directors and Mrs. Avani Jolly Pandit and Mrs. Harsha Mukesh Shah
Independent Directors.
The Key Managerial Personnel (KMP) of the Company are: - Mr. Mahesh Shah- Managing
Director, Mr. Vivek Motasha- Chief Financial Officer (CFO) and Mrs. Deepti Parekh- Company
Secretary and Compliance Officer.
Mrs. Avani Jolly Pandit and Mrs. Harsha Mukesh Shah- Independent Director whose current
period of office, as an Independent Director is expiring on 10th March, 2024. They may be
reappointed and hold office for a second term of 5 (five) consecutive years with effect
from 11th March, 2024 upto 10th March, 2029, subject to the approvals of the
Members in the ensuing Annual General Meeting. None of the directors of the Company are
debarred from holding the office of Director by virtue of any SEBI order or order by any
other competent authority. Both the Independent Directors are not liable to retire by
rotation. In the opinion of the Board, the independent directors possess appropriate
balance of skills, experience and knowledge, as required.
A brief note on Director retiring by rotation and eligible for re-appointment is
furnished in the Notice of Annual General Meeting.
14. DECLARATION FROM INDEPENDENT DIRECTORS
All independent directors of the Company have given declarations under Section 149(7)
of the Companies Act, 2013 confirming that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing
Regulations and also affirmed compliance with Code of conduct as required under Regulation
26(3) of the Listing Regulations.
15. BUSINESS REVIEW
Your Company has not changed its nature of business during the period under review.
16. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed:
a) That in the preparation of the Annual Accounts for the financial year ended 31st
March, 2023 the applicable accounting standards/practices had been followed along
with proper explanation relating to material departures; if any
b) That the Directors had 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 loss of the Company for that period;
c) That the Directors had 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;
d) The annual financial statements have been prepared on a going concern basis.
e) That 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
effectively.
f) That 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.
17. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
The Company has made a full & Final payment of Rs. 8.60 crores to a Financial
Institution (i.e. Finquest Financial Solutions Private Limited) towards settlement of all
outstanding dues and completed the payment of entire settlement amount during July2023
and received No Dues Certificate.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
There are no significant or material orders passed by any regulator, tribunal or court
that would impact the going concern status of the Company and its future operations.
19. DETAILS OF SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY
The Company has no subsidiaries/Joint venture/Associate Company incorporated or ceased
in the year 2022-23.
20. DEMATERIALIZATION:
The Equity shares of the Company can be held in dematerialized form. We have informed
to Universal Capital Securities Private Limited, Registrar & Transfer Agent for
dematerialization of existing holding of the shareholders.
Further as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and
further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018,
requests for effecting transfer of securities (except in case of transmission or
transposition of securities) shall not be processed from April 1, 2019, unless the
securities are held in the dematerialized form with the depositories. Therefore,
shareholders are requested to take action to dematerialize the Equity Shares of the
Company to eliminate all the risks associated with physical shares, promptly.
The International Securities Identification Number allocated to the Company is
INE618A01011. The equity shares of the Company are listed at BSE Limited (BSE).
21. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
22. STATUTORY AUDITORS
At the 38th Annual General Meeting held on 23rd September, 2022 M/s. Bipin
& Co., Chartered Accountants, Vadodara was appointed as Statutory Auditors of the
Company to hold office for the period of 5 years i.e. for the financial years 2022-23 to
2026-27. The Auditors Report for the Financial year 2022-2023 does not contain any
qualification, reservation or adverse remark. The Auditors Report is annexed alongwith
financials of the Company.
23. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
24. PREVENTION OF INSIDER TRADING
The Board of Directors has approved the policy of Code of Prevention of Insider Trading
based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been
placed on the website of the Company www.rcvp.in. All the Directorsand designated
employees who have access to the unpublished price sensitive information of the Company
are governed by this code. During the year under Report, there has been due compliance
with the said code of conduct for prevention of insider trading.
25. COST AUDITORS
In terms of the Companies (Cost Records and Audit) Rules, 2014 read with the Companies
(Cost Records and Audit) Amendment Rules, 2014, the Company has maintained cost records
for financial year 2022-23 in respect of its polymers products. However, in terms of the
said Rules, the requirement of cost audit is not applicable to the Company for the
financial year 2022-23 as the turnover of the Company from these services is below the
threshold limit prescribed in the said Rules for cost audit.
26. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has
appointed Mrs. Padma Loya, (Membership no. 25349, Certificate of Practice No. 14972)
Practicing Company Secretaries of M/s. Loya and Shariff having Firm no. P2021TL085300 to
conduct Secretarial Audit of the Company for the financial year 2022-2023.
The Secretarial Audit Report for the financial year 2022-23 is annexed herewith as
Annexure "D" which forms part of the Boards report.
27. LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to
BSE Limited where the
Companys Shares are listed.
28. SHARE CAPITAL
During the financial year there was no change in the Share Capital of the Company.
29. ANNUAL RETURN
The Annual Return as required under section 92 and section 134 of the Companies Act,
2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is available on the Companys
website at www.rcvp.in.
30. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee has laid down the criteria for Directors
appointment and remuneration including criteria for determining qualifications, positive
attributes and independence of a Director. The following attributes/criteria for selection
have been laid by the Board on the recommendation of the Committee: the candidate should
possess the positive attributes such as leadership, entrepreneurship, industrialist,
business advisor or such other attributes which in the opinion of the Committee the
candidate possess and are in the interest of the Company; the candidate should be free
from any disqualifications as provided under Sections 164 and 167 of the Companies Act,
2013; the candidate should meet the conditions of being independent as stipulated under
the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an
independent director; and the candidate should possess appropriate educational
qualification, skills, experience and knowledge in one or more fields of finance, law,
management, sales, marketing, administration, research, corporate governance, technical
operations, infrastructure, medical, social service, professional teaching or such other
areas or disciplines which are relevant for the Companys business.
31. BOARD OF DIRECTORS MEETING
This information has been furnished under the Report on Corporate Governance, which is
annexed.
32. COMMITTEES OF THE BOARD
The Board has following Committees formed:
Audit Committee
Nomination & Remuneration Committee
Stakeholders Relationship Committee
The details of the composition of committees, its roles and responsibility along with
number of meetings held are given in the Report of Corporate Governance.
33. AUDIT COMMITTEE
The Audit Committee of the Board has been constituted as per the Listing Regulations
and Section 177 of the Companies Act, 2013. Constitution, meetings, attendance and other
details of the Audit Committee are given in corporate governance which forms a part of
this Report.
34. VIGIL MECHANISM
The Board of Directors of the Company had adopted the Whistle Blower Policy in
compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A
mechanism has been established for employees to report concerns about unethical behavior,
actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides
adequate safeguards against the victimization of employees who avail of the mechanism and
allows direct access to the Chairperson of the Audit Committee in exceptional cases. The
Audit Committee reviews periodically the functioning of whistle blower mechanism. No
complaints have been received during the Financial Year ended March 31, 2023. No personnel
have been denied access to the Audit Committee during the Financial Year 2022-23.
The policy on Whistle Blower as approved by the Board of Directors is uploaded on
Companys website i.e. www.rcvp.in.
35. RISK MANAGEMENT POLICY
The Company has laid down procedures to inform the members of the Board about the risk
assessment and minimization procedures and the same is reviewed by the Board periodically.
36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the workplace, to provide protection to employees at the workplace. The
Company has not received any complaints of sexual harassment during the year.
37. CORPORATE GOVERNANCE
As per the requirements of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has complied with the requirements of Corporate Governance
in all material aspects. A report on Corporate Governance (Annexure 1) together with a
certificate of its compliance from the Auditors of the Company, forms part of this report.
38. CODE OF CONDUCT
The Board has laid down a code of conduct for Board members and senior management
personnel of the Company. The code also incorporates the duties of independent directors
as laid down in the Companies Act, 2013. The said code of conduct is posted on Companys
website www.rcvp.in. The Board members and senior management personnel have affirmed
compliance with the said code of conduct. A declaration signed by the Managing Director is
given in this Report.
39. PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS
The Nomination and Remuneration Committee lays down the criteria for performance
evaluation of independent directors, Board of Directors and Committees of the Board. The
criteria for performance evaluation is based on the various parameters like attendance and
participation at meetings of the Board and Committees thereof, contribution to strategic
decision making, review of risk assessment and risk mitigation, review of financial
statements, business performance and contribution to the enhancement of brand image of the
Company. The Board has carried out evaluation of its own performance as well as that of
the Committees of the Board and all the Directors.
40. SAFETY, ENVIRONMENT AND HEALTH
The Company considers safety, environment and health as the management responsibility.
Regular employee training programs are carried out in the manufacturing facility on safety
and environment.
41. DECLARATION BY INDEPENDENT DIRECTORS
All independent directors of the Company have given declarations under Section 149(7)
of the Companies Act, 2013 confirming that they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing
Regulations and also affirmed compliance with Code of conduct as required under Regulation
26(3) of the Listing Regulations.
42. FAMILIARISATION PROGRAMME FOR DIRECTORS
A well-informed familiarized Board member can contribute significantly to effectively
discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and
societal expectations. In pursuit of this, the Directors are updated on a continuing basis
on changes / developments in the domestic / global corporate and industry scenario
including those pertaining to statutes / legislations and economic environment, to enable
them to take well informed and timely decisions.
43. SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards.
44. SCHEME OF ARRANGEMENT
The draft Scheme of arrangement in the nature of merger / amalgamation of Royal
Spinwell and Developers Private
Limited ("Transferor Company") with Royal Cushion Vinyl Products Limited
("Transferee Company") and their respective shareholders and creditors
("Scheme") was submitted to BSE Limited on 25th Jan, 2022 and the
same was approved by Board of Directors on 04th Jan, 2022. The Company has
received NOC dated 6th April, 2023 from BSE Ltd and the Company is under
process of submitting the required documents to NCLT.
45. SALE OF LAND
The Company has sold part of its land situated at Garadhia, Taluka Savli, Vadodara
admeasuring about 70468 sq. mtrs for a consideration of Rs. 19 crores.
46. ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation, for the co-operation and
support received from Financial Institutions, Banks, Customers and other Government
agencies. The Board also wishes to place on record its sincere appreciation of the effort/
contribution made by its 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 an industry leader. The Companys consistent growth was made possible by
their hard work, solidarity, cooperation and support and look forward to their continued
support in the future.
On Behalf of the Board of Directors For Royal Cushion Vinyl Products Limited
|
Mahesh Shah |
|
Managing Director |
| Date: September 04, 2023 |
(DIN 00054351) |
| Place: Mumbai |
|
+91-9892691696
