To,
The Members,
ROYAL INDIA CORPORATION LIMITED
Your Directors have pleasure in presenting their 39th Annual
Report together with the Audited Accounts for the year ended 31st March, 2023.
1. Financial Highlights:
The financial performance of your Company for the Financial Year
2022-23 is summarized in the following table:
Particulars |
2022-23 As per IND AS |
2021-22 As per IND AS |
Revenue from Operations (Net of
Excise) and Other Income |
38,80,66,575 |
2,15,60,548 |
Expenses (excluding finance
charges and depreciation) |
34,96,78,008 |
2,85,57,781 |
Finance Charges |
10,64,38,076 |
12,96,05,376 |
Depreciation |
1,73,152 |
25,553 |
Profit/Loss Before Tax |
(6,82,22,660) |
(13,66,28,162) |
Provision for Tax (Including
for earlier years) |
- |
- |
Current Tax |
- |
- |
Deferred Tax |
3,09,86,219 |
5,69,54,198 |
Net Profit/Loss After Tax |
(3,72,36,441) |
(7,96,73,963) |
2. Turnover & Profits:
During the year under review, the turnover of the Company is increased
compared to the previous year. Turnover of the Company during the financial year 2022-2023
is Rs. 38,80,66,575/- (Thirty eight Crores eighty lakhs sixty six thousand five hundred
and seventy five only) and that in financial year 2021-2022 it was Rs. 2,15,60,548 (Two
Crores fifteen lakhs sixty thousand five hundred and forty eight). The turnover of the
Company increased significantly by around 94.44%, and simultaneously the expenses of the
Company also increased significantly.
The net loss of the Company for the year under review is Rs.
3,72,36,441 (Three Crores seventy two lakhs thirty six thousand four hundred and forty one
only )as compared to a net loss of Rs. 7,96,73,963 (Seven Crores ninety six lakhs seventy
three thousand nine hundred and sixty three only ) in the previous financial year.
3. Dividend:
Considering the financial performance of the Company for the financial
year ended 31st March 2023, the Directors of your Company do not recommend any dividend.
4. Transfer to Reserves:
During the financial year under review, there were no specific
transfers made to any special reserves account.
5. Share Capital:
The Paid up Equity Share Capital of the Company as on 31st
March, 2023 was Rs. 23,08,00,000/- (Rupees Twenty Three Crore Eight Lakhs only) comprising
of 2,30,80,000/- (Two Crore Thirty Lakhs Eighty Thousand) shares of Rs. 10 (Rs. Ten) each.
The Company has not issued shares with differential voting rights, Bonus shares, employee
stock options and sweat equity shares.
6. Change(s) in the Nature of Business, if any:
During the period under review there was no change in the nature of
business of the Company.
7. Material changes and commitment - if any, affecting financial
position of the Company from the end of the financial year till the date of this Report:
There have been no material changes and commitments that have occurred
after close of the financial year till the date of this report, which affect the financial
position of the Company.
8. Subsidiaries/Associates and Joint Ventures:
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
(the Act), a statement containing salient features of Financial Statements of
subsidiaries/Associates and Joint Ventures in Form AOC-1 is not applicable as the Company
does not have any Subsidiary, Associate or Joint Venture Companies.
9. Public Deposits:
During the year under review, your Company has not accepted or renewed
any amount falling within the purview of provisions of Section 73 of the Companies Act,
2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review. Hence, the requirement for furnishing details of deposits
which are not in compliance with the Chapter V of the Act is not applicable.
10. Board Evaluation:
In a separate meeting of Independent Directors held on 14th
February, 2023 performance of the non-independent directors, performance of the board as a
whole and performance of the Chairman was evaluated. Based on such report of the meeting
of Independent Directors and taking into account the views of directors, the Board had
evaluated its performance on various parameters such as Board composition and structure,
effectiveness of board processes, effectiveness of flow of information, attendance,
contributions from each directors etc.
11. Board Committees:
In compliance with the requirements of Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirement) Regulations 2015, your Board had
constituted various Board Committees including Audit Committee, Nomination &
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social
Responsibility Committee. Details of the constitution of these Committees, which are in
accordance with regulatory requirements, have been uploaded on the website of the Company
viz. https://www.ricl.in/committees-board.php. Details of scope, constitution, terms of
reference, number of meetings held during the year under review along with attendance of
Committee Members therein form part of the Corporate Governance Report annexed to this
report.
12. Managements Discussion and Analysis:
The detailed analysis of the State of Companys affairs / developments
as required under SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015
is discussed under Management Discussion and Analysis section of Directors report as
Annexure I.
13. Corporate Governance Report:
In order to maximize shareholder value on a sustained basis, your
Company has adopted Corporate Governance practices strictly complying with the
requirements of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015
applicable provisions of the Companies Act, 2013 and applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
In compliance with the requirements of Companies Act, 2013 and Listing
Regulations, your Board has approved various Policies including Policy with respect to
obligations of Directors and Senior Management, Insider Trading Code, Document
Preservation Policy, Policy for Determination of Material Event, Fair Disclosure Policy,
Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related
Party Transactions Policy, and Nomination & Remuneration Policy and many other. All
these policies and codes have been uploaded on Companys corporate website www.ricl.in.
Additionally, Directors Familiarisation Programme, Policy on Internal Financial Control,
Policy on performance evaluation of Board, Risk Management Policy, Policy and Terms and
Conditions for appointment of Independent Directors can be viewed on Companys website
www.ricl.in.
A detailed Report on Corporate Governance as per requirement along with
the Certificate issued by the Statutory Auditors confirming the compliance of the
provisions of the Corporate Governance is attached and forms part of this Annual Report as
Annexure II.
14. Directors and Key Managerial Personnel:
(a) Declaration by Directors:
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as a Director in terms of Section 164 (2) of the
Companies Act, 2013. None of the directors of the Company are disqualified on account of
non-compliance with any provisions of the Companies Act, 2013.
All the Independent Directors of the Company have given their
declarations to the Company under Section 149(7) of the Act that they meet the criteria of
independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the
Board, they fulfill the conditions of independence as specified in the Act and the SEBI
(LODR), 2015 and are independent of the management. The Company issues a formal letter of
appointment to the Independent Directors, outlining their role, function, duties and
responsibilities, the format of which is available on the Companys website at
https://www.ricl.in
(b) Familiarization programme:
The Company proactively keeps its Directors informed of the activities
of the Company, its management and operations and provides an overall industry perspective
as well as issues being faced by the industry. During the year under review the Company
has organized familiarization programme for its Independent Directors on 14th
February, 2023
(c) Directors and Key Managerial Personnel:
As on 31st March, 2023 your Board comprised of four Directors including
three Independent Directors. Independent Directors provide their declarations both at the
time of appointment and annually confirming that they meet the criteria of independence as
prescribed under Companies Act, 2013 and SEBI (LODR) Regulations 2015. During FY 2022-23,
your Board met 05 (Five) times i.e. on 30th May, 2022, 13th August,
2022, 22nd August, 2022, 14th November, 2022, 14th
February, 2023 details of which are available in Corporate Governance Report annexed to
this report. The time gap between any two Board meetings does not exceed 120 days.
During the year under review, there was no change in the directorship
of the Directors in your Company. Further there were no changes in the positions of Key
Managerial Personnel.
15. Director Responsibility Statement:
As per Section 134 (5) of the Companies Act, 2013; the Board of
Directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed and that there are no
material departures;
b) 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 March
31, 2023 and of the Profit and Loss of the Company for the year ended March 31, 2023;
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) They have prepared the Annual Accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively;
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
16. Auditors:
A. Statutory Auditors:
M/s. Agarwal Desai & Shah., Chartered Accountants, (Firm
Registration No. 124850W) Statutory Auditors of the Company, were appointed for a term of
5 years from the conclusion of 36th Annual General Meeting of the Company till
the conclusion of the 41st Annual General Meeting of the Company. The Statutory
Auditors have confirmed that they are not disqualified from continuing as Auditors of the
Company.
The notes to the financial statements referred to in the Statutory
Auditors Report are self explanatory and do not call for any further explanations or
comments. The Statutory Auditors Report does not contain any qualification, reservation or
adverse remark.
B. Secretarial Audit Report:
In compliance with the provisions of Section 204 of the Companies Act,
2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, the Company had appointed M/s Mayank Arora & Company, Mumbai
(Membership No. F10378, COP No 13609) to conduct the Secretarial Audit of the Company for
the financial year 2022-2023.
A copy of secretarial audit report is annexed to this report as
Annexure III accompanied with Secretarial Compliance Report under Regulation 24A of the
SEBI (LODR) Regulations, 2015.
Secretarial Auditors Observations:
The Report of the Secretarial Auditor does not contain any
qualification, reservation or adverse remark. However, the said report contains
observation and explanation of which is given below:
1. Pursuant to Regulation 30 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the listed entity shall disclose to the
Exchange(s), within 30 minutes of the closure of the meeting, held to consider financial
results. The Board Meeting for considering financial results for quarter ending 31st
December, 2022 was concluded at 16:30 hours. However, the Listed Entity has submitted the
outcome at 17:04 hours. The Management has explained that the said delay was due to
technical error on BSE listing centre, and the Company will be more careful next time.
2. Pursuant to System-Driven Disclosures (SDD) under SEBI (SAST)
Regulations, 2011, SEBI mandated that all listed companies must maintain a Structured
Digital Database (SDD), to record the creation and movement of Unpublished Price Sensitive
Information (UPSI) among the companys Designated Persons (DPs) and their Connected
Persons (CPs). However, the Listed Entity has failed to maintained Structured Digital
Database (SDD) Software. -The Company had not maintained SDD Software as on 31st
March, 2023, however, the Company confirms that all the required data and entries are now
maintained in Structured Digital Database (SDD) as required under the aforesaid
Regulations.
3. The company was required to file Form DPT 3 for the financial year
ended March, 2023. However, the company has not filed the same.-Since there was delay in
filing financials for the financial year 2022-2023, it has also caused delay in filing
form DPT-3, however, the management assures to file the same soon.
C. Internal Auditor Report:
M/s M Borar & Company, Chartered Accountants (Mem. No.: 419704)
conducted Internal Audit of the Company for the FY 2022-2023 pursuant to section 138 of
the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Their report is
self-explanatory and do not call for any further comments. The Board of Directors of the
Company on recommendation of Audit Committee had appointed M/s M Borar & Company,
Chartered Accountants,(Mem. No.: 419704) as Internal Auditors of the Company for the
Financial Year 2023-24, to conduct Internal Audit of the Company.
17. Weblink of Annual Return:
Pursuant to Section 92 (3) read with the Companies (Management and
Administration) Amendment Rules, 2021, the Company has placed a copy of the Annual Return
(MGT-7) on its website at
https://www.ricl.in/pdf/Financial-Year-2022-23/Annual-Return/Annual- Return_2022-2023.pdf
18. Listing of Shares:
The Equity Shares of the Company are listed on The BSE Limited. Further
the Company has paid necessary listing fees to Stock Exchange.
19. Whistle Blower Policy/ Vigil Mechanism:
As per Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI
(LODR) Regulations, 2015 the Company has adopted a Whistle Blower/ Vigil Mechanism Policy
to provide a formal mechanism to the Directors and employees to report their concerns
about unethical behaviour, actual or suspected fraud or violation of the Companys Code of
Conduct or Ethics Policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provides for direct access
to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company
have been denied access to the Audit Committee. The Policy has been posted on the website
of the Company at
https://www.ricl.in/pdf/Investors/corporate-policies/Whistle%20Blower%20Policy.pdf.
20. Corporate Social Responsibility (CSR):
The Company has formed a CSR Committee voluntarily. During the current
financial year, the provisions of Section 135 of Companies Act, 2013 is not applicable to
the Company, therefore; it is not required to pay 2% of the average net profits of the
Company for the current Financial Year hence it is not required to give details of the CSR
expenditure pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9
of the Companies (Corporate Social Responsibility) Rules, 2014. The constitution and
detailed content of the Corporate Social Responsibility Policy of the Company is placed on
its website at
https://www.ricl.in/pdf/CORPORATE%20SOCIAL%20RESPONSIBILITY%20COMMITTEE%20POLICY.pdf.
21. Related Party Transactions :
None of the transactions entered with related parties falls under the
scope of Section 188(1) of the Act. Details of transactions with related parties as
required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is Nil. Accordingly there are no transactions required to be
reported in Form AOC-2 as per Section 188 (1) of the Companies Act, 2013. During the
period the Company has paid only remuneration to the Directors and KMPs for the services
rendered by them to the Company.
The Company has a Policy for dealing with Related Party Transactions.
The Policy may be viewed on the Companys website at the web link: i.e
https://www.ricl.in/pdf/Investors/corporate-policies/policy-on-related-party-
transactions.pdf
22. Committee Meetings:
The Board has constituted an Audit Committee, Nomination and
Remuneration Committee, Stakeholder Relationship Committee and Corporate Social
Responsibility Committee. For further details, please refer to Report on Corporate
Governance. There have been no instances during the year where recommendations of the
Audit Committee were not accepted by the Board. The details of the composition of the
Board and its Committees and the number of meetings held and attendance of Directors at
such meetings are provided in the Corporate Governance Report, which forms part of the
Annual Report.
23. Independent Directors Meeting:
In compliance with Schedule IV to the Companies Act, 2013 and
Regulation 25(3) of the SEBI Listing Regulations, 2015, the Independent Directors held
their separate meeting on 14th February, 2023 without the attendance of
non-independent directors and members of Management, inter alia, to discuss the following:
• Review the performance of non-independent directors and the
Board as a whole;
• Review the performance of the Chairperson of the Company, taking
into account the views of executive directors and non-executive directors;
• Assess the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties; and
• Review the responsibility of independent directors with regard
to internal financial controls.
All Independent Directors were present at the meeting, deliberated on
the above and expressed their satisfaction on each of the matters.
24. CEO & CFO CERTIFICATION
A Certificate of the CEO and CFO of the Company in terms of Regulation
17(8) of the SEBI (LODR) Regulations 2015 is annexed to this report as Annexure IV
25. Internal financial control and their adequacy:
Your Company has adequate internal financial controls and
policies/procedures for orderly and efficient conduct of the business including
safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy
and completeness of the accounting records and the timely preparation of reliable
financial information. The Audit Committee evaluates the internal financial control system
periodically. Your Company has adopted accounting policies, which are in line with the
Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read
together with the Companies (Indian Accounting Standards) Rules, 2015. These are in
accordance with Generally Accepted Accounting Principles in India.
The Company has obtained adequate cover for all of its fixed and other
assets. The Company has identified the potential risks against the business of the Company
and taking proper safeguards to mitigate/ minimize the risks. The detailed analyses of the
Risk elements are discussed under the Management Discussion and Analysis Report. The
Internal Auditors of the Company regularly carry out review of the internal control
systems and procedures. Audit Committee periodically reviews the internal audit reports.
Your Company has also put in place adequate internal financial controls with reference to
the financial statements commensurate with the size and nature of operations of the
Company. During the year, such controls were tested and no material discrepancy or
weakness in the Companys internal controls over financial reporting was observed.
26. Risk Management Policy:
Your Company has put in place a Risk Management Policy to define a
framework for identification, assessment and mitigation of risk. The Audit Committee and
the Board periodically reviewed the risk assessment and minimization procedures as
required under Regulations 34 (3) and 53 (f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 so as to ensure that risk is controlled. In the
opinion of the Board, there are no risks which may threaten the existence of the Company.
The Risk Management Policy of the Company can be viewed at Companys website at the
weblink i.e. https://www.ricl.in/pdf/Investors/corporate-policies/policy-on-related-party-
transactions.pdf
27. Particulars of Loans, Guarantees and Investments:
The details of Loans and Advances made, Guarantees given or Securities
provided have been given in notes to audited financial statements.
28. Transfer of Unclaimed Shares/Dividend and interest thereon to IEPF:
As required under Section 124 of the Act there are no unclaimed shares
/dividend and interest thereon lying with the Company for a period of seven years liable
to be transferred to the Investor Education and Protection Fund established by the Central
Government.
29. Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee (NRC) has been mandated to
oversee and develop competency requirements for the Board based on the industry
requirements and business strategy of the Company. The NRC reviews and evaluates the
resumes of potential candidates for appointment of Directors and meets them prior to
making recommendations of their nomination to the Board.
On the recommendation of the NRC, the Board has adopted and framed a
Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and other
employees pursuant to the provisions of the Act and the SEBI (LODR) Regulations, 2015. The
remuneration determined for Executive/Independent Directors is subject to the
recommendation of the Nomination and Remuneration Committee and approval of the Board of
Directors. The Executive and Non-Executive Directors are entitled to sitting fees for
attending the Board/Committee Meetings. The Companys Policy on Directors Appointment and
Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of
the Listing Regulations have been disclosed in the Corporate Governance Report, which
forms part of the Annual Report and it is also available on the website of the Company at
the weblink i.e. https://www.ricl.in/pdf/Investors/corporate-policies/nomination-and-
remuneration-policy.pdf
30. Particulars of Employees and Remuneration:
None of the employee of the Company is in receipt of remuneration of
Rs. 1.02 Crores per annum/ Rs. 8.50 Lakhs per month or more during the FY 2022-23. The
information required under Rule 5 (2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed in Annexure V to the
Directors Report. In compliance with provisions of section 136(1) of the Companies Act,
2013, the Audited Financial Statements along with other reports are sent to every member
of the Company, excluding the information on employees particulars, which is available
for inspection at the Registered Office of the company during working day up to the date
of ensuing Annual General Meeting. Any member who is interested in obtaining copy thereof,
such member may write to the Company Secretary at the Registered Office of the Company.
The statement containing information as required under the provisions
of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure V and forms part of
this Report.
31. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated under Section 134 (3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished hereunder:
(i) Conservation of Energy:
In its endeavour towards conservation of energy your Company ensures
optimal use of energy, avoid wastages and conserve energy as far as possible. Your Company
has continued to accord priority to Conservation of energy and is continuing its efforts
to utilize energy more efficiently.
(ii) Research and Development &Technology absorption:
The Company has not carried out any research and development
activities. The Company has not adopted any technology for its business and hence no
reporting is required to be furnished under this heading. The Company will adopt necessary
technology as and when required in the furtherance of the business.
(iii) Foreign Exchange Earnings and Outgo:
As the Company does not have any foreign trading activity it only
operates in local market hence there are no reportable foreign exchange earnings and
outgoes.
1 Foreign Exchange |
Earnings |
Exports |
Nil |
| Outgo |
Imports/ Expenses on Foreign
Travel |
Nil |
32. Regulatory Orders:
No significant or material orders were passed by the regulators or
courts or tribunals which impact the going concern status and Companys operations in
future.
33. Prevention of Sexual Harassment Policy:
The Company has zero tolerance for sexual harassment at workplace and
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at work place
(Prevention, Prohibition and Redressal) Act,2013 and the Rules thereunder. During the year
under review, no complaint
on sexual harassment was received by the Company. The Policy for
prevention of Sexual Harassment is available on the website of the Company this policy not
only covers the women employees of the Company also includes the visitors in the premises.
The Women employees of the Company are made aware of the protections made available to
them under this policy.
34. Details of application made or proceeding pending under insolvency
and bankruptcy code 2016
During the year under review, following was pending under the
Insolvency Bankruptcy Code, 2016:
An Appeal No CA(AT)(Ins.)/137/2021 in the matter of Royal India
Corporation Ltd. Vs Liquidator for Royal Refinery Pvt. Ltd. is pending before NCLAT ,
Delhi against the impugned order dated 07/01/2021 passed by Honble Adjudicating Authority
(NCLT, Mumbai Bench) at Mumbai in IA No. IA/1266/2020 in CP/2556/2019 .
35. Details of difference between valuation amount on one time
settlement and valuation while availing loan from banks and financial institutions:
During the year under review, there has been no one time settlement of
Loans taken from Banks and Financial Institutions.
36. Appreciation:
Your Directors take this opportunity to thank the employees, customers,
vendors, bankers, registrar and share transfer agents, investors of the Company and the
communities in which the Company operates for their unstilted co-operation and valuable
support extended to the Company during the year. We also take this opportunity to express
our deep appreciation for the contribution, hard work, dedication and commitment of all
our employees who have been one of the major driving factors for the companys growth and
progress.
Your Directors also thank the Government of India and concerned
government departments/agencies for their co-operation. Your Directors heartily appreciate
and value the contributions made by every member of the Company.
By order of the Board
For Royal India Corporation Limited
Sd/-
Nitin Gujral Managing Director DIN:08184605
Date: 14th August, 2023 Place: Mumbai
+91-9892691696
