rpsg ventures ltd share price Directors report


Dear Members,

The Board of Directors is pleased to present the Company?s Fifth Annual Report along with the Audited Financial Statements for the financial year ended March 31, 2022 (‘the year?).

FINANCIAL PERFORMANCE

The Company?s financial performance for the year ended March 31, 2022 is summarized below:

STANDALONE RESULTS

Rs in Crore

Item 2021-22 2020-21
Revenue from operations 161.50 114.00
Other Income 135.24 115.29
Total Income 296.74 229.29
Profit before Taxation 197.81 170.11
Tax Expenses 53.14 42.81
Profit after tax 144.67 127.30
Other Comprehensive Income 14.12 (0.18)
Total Comprehensive Income 158.79 127.12
Retained Earnings at the end of previous year 369.93 242.81
Retained Earnings at the end of current year 514.46 369.93

During the year under review, total income was Rs 296.74 crore as against Rs 229.29 crore for the previous year. Profit after tax (PAT) for the year stands at Rs 144.67 crore as against Rs 127.30 crore in 2020-21. Retained earnings at the end of the year under report stood at Rs 514.46 crore (previous year Rs 369.93 crore).

CONSOLIDATED RESULTS

Rs in Crore

Item 2021-22 2020-21
Revenue from operations 6670.08 5599.25
Other Income 15.35 63.78
Total Income 6685.43 5663.03
Profit before Taxation 508.47 294.45
Profit after tax 338.56 58.38

Total consolidated income was Rs 6685.43 crore as against Rs 5663.03 crore for the previous year. Profit before tax was Rs 508.47 crore and Profit after tax (PAT) was at Rs 338.56 crore during the year.

DIVIDEND

In order to conserve the resources for the Company?s growth and expansion, the Board does not recommend payment of any dividend on its Equity shares for the year.

According to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations?), the top 1000 listed entities based on market capitalization, calculated as on March 31 of every financial year, are required to formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. Accordingly, the Dividend Distribution Policy of the Company can be accessed using the following link at http://www.rpsgventuresltd.com/ uploads/ policies/Dividend%20Distribution%20Policy.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year under review, as stipulated under Listing Regulations, is presented in a separate section and forms part of the Annual Report (Annexure A).

SHARE CAPITAL

Pursuant to the approvals of the Board of the Directors and the Members of the Company, the Authorised Share Capital of the Company was re-classified into 124,00,00,000 equity shares of Rs 10/- each aggregating to Rs 1240,00,00,000/- and 1,00,00,000 preference shares of Rs 10/- each aggregating to H.10,00,00,000/-.

Further, during the year under review, the Company had issued and allotted 30,00,000 Compulsorily Convertible Preference Shares ("CCPS") of Face Value of Rs 10/- each at a premium of 770/- each on preferential allotment basis to Integrated Coal Mining Limited (ICML), a promoter group company. Subsequently, 1,30,000 equity shares were allotted to ICML on conversion of equivalent number of CCPS on March 23, 2022.

Consequent to the above allotment, the paid-up equity share capital of the Company has been increased from Rs 26,51,14,090/- to Rs 26,64,14,090/- representing 2,66,41,409 equity shares of Rs 10/- each. The Company?s equity shares continue to remain listed with BSE Limited and National Stock Exchange of India Limited. The Company has paid the requisite listing fees to both the stock exchanges up to the Financial Year 2022-23.

The Company has not issued any equity shares with differential rights as to voting, dividend or otherwise.

SUBSIDIARIES

As on March 31, 2022, the Company had thirty four subsidiaries. During the year under review, RPSG Sports Private Limited became a subsidiary of the Company. For details of the subsidiaries of the Company, Note 36 to the Standalone Financial Statements (SFS) may be referred to. The details of operations of the Company?s subsidiaries are given in the Management Discussion & Analysis, which forms a part of this report.

In accordance with the provisions of the Companies Act, 2013 (‘the Act?), Consolidated Financial Statements (CFS) of the Company and its subsidiaries for the year 2021 - 22 have been duly audited by Batliboi, Purohit & Darbari, Chartered Accountants, in compliance with the applicable Indian Accounting Standards and the Listing Regulations. The said CFS forming a part of the Annual Report shall be laid before the ensuing Annual General Meeting of the Company along with SFS, as required under the Act.

The financial statements of the subsidiaries, as required under Section 129 of the Act, are available on Company?s website and can be accessed at: http://www.rpsgventuresltd.com/subsidiaries_ annual_report.php.

A separate statement containing the salient features of the financial statements of the subsidiaries, as per Section 129(3) of the Act, is attached to the CFS.

The Company has a policy on material subsidiaries pursuant to Regulation 16(1) (c) of the Listing Regulations and the Policy is uploaded on the Company?s website at http://www.rpsgventuresltd.com/ uploads/policies/POLICY%20ON%20MATERIAL%20SUBSIDIARY.pdf.

COST RECORDS

Neither maintenance of cost records nor audit thereof in terms of Section 148 of the Act read with relevant rules made thereunder is applicable to the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Sanjiv Goenka, Director of the Company (DIN: 00074796), retires by rotation and being eligible, offers himself for re-appointment.

Ms. Grace Elizabeth Koshie, Independent Director (DIN: 06765216) has resigned from the Board of Directors of the Company w.e.f.

September 19, 2021. Ms. Koshie was on the Board from November 14, 2018 and made significant contribution as a Director during her tenure. The Board places on record its appreciation for Ms. Koshie for her invaluable contribution. Ms. Kusum Dadoo (DIN: 06967827) was appointed by the Board as an Independent Director for a period of five years with effect from September 23, 2021. In the opinion of the Board, Ms. Dadoo possesses requisite expertise, integrity and experience, including proficiency for appointment as an Independent Director of the Company and the Board considers that, given her professional background and experience, her association would be beneficial to the Company. Subsequently, shareholders of the Company at the Extra-ordinary General Meeting held on February 9, 2022, approved her appointment as a Non-Executive Independent Director w.e.f. September 23, 2021.

The Company has received declarations from all the Independent Directors of the Company confirming that:

- they meet the criteria for independence prescribed under the Act and the Listing Regulations and

- they have registered their names in the Independent Directors? Databank.

The Company has devised inter-alia the Remuneration Policy and the same can be accessed on the Company?s website at http://www. rpsgventuresltd.com/uploads/policies/REMUNERATION POLICY BPS.pdf.

The details on Directors? appointments and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and also remuneration of Key Managerial Personnel and other employees form a part of the Corporate Governance Report (Annexure-B). During the year, performance evaluation of Independent Directors and other Board members as well as Committees of the Board were done in terms of the Act and the Listing Regulations.

Five meetings of the Board of Directors were held during the year on June 16, 2021, August 11, 2021, November 12, 2021, January 13, 2022 and February 9, 2022. The Company has complied with the provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

There has been no change in the Key Managerial Personnel of the Company, during the year under review.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors hereby state and confirm that:

i) in the preparation of the accounts for the Financial Year ended March 31, 2022, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures, if any;

ii) 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) the Directors 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) the Directors have prepared the annual accounts on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adheres to the Corporate Governance requirements prescribed by the Securities and Exchange Board of India. Report on Corporate Governance (Annexure ‘B?) and Additional Shareholder Information (Annexure ‘C?) as prescribed under the Listing Regulations, are annexed as a part of this Report along with the Secretarial Auditors? Certificate thereon, confirming the adherence to the conditions of Corporate Governance by the Company.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which along with the required disclosures and a detailed section on the activities in this behalf during the year under review is disclosed as Annexure ‘D? to this Report. The CSR Policy is put up on the Company?s website and may be accessed at http://www.rpsgventuresltd.com/uploads/ policies/CSR_BPS.pdf.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report, as required under the Listing Regulations, is annexed as Annexure ‘E? to this report.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company during the year with related parties were in its ordinary course of business and at arm?s length basis. There was no materially significant related party transaction that had any potential conflict with the interests of the Company. Consequent to the notification issued by Securities and Exchange Board of India amending certain provisions, inter alia, in respect of Related Party Transactions in Listing Regulations, your Company has adopted the amended Policy Statement on Materiality and Dealing with Related Party Transactions and has uploaded the same on the Company?s website and can be accessed at http://www.rpsgventuresltd.com/uploads/policies/ Policy_statement_on_materiality_and_dealing_with_Related_ Parties.pdf.

Transactions with related parties entered into in the normal course of business are periodically placed before the Audit Committee of the Board for its review and approval. Note 36 to the Standalone Financial Statements may be referred to for requisite disclosure in respect of related parties and for transactions entered into with them during the year.

RISK MANAGEMENT

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. During the year under review, the Company adopted the revised Risk Management Policy in terms of the amendments in the Listing Regulations. Detailed discussion on risk management is covered in Management Discussion and Analysis and Report on Corporate Governance, which form part of the Annual Report. Internal Financial Controls are an integral part of the risk management process and the Board is of the opinion that it has been working effectively. In view of its importance, the Company makes efforts on an ongoing basis to strengthen its internal financial control system.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Act, the rules made thereunder and the Listing Regulations, the Company has a Whistle Blower Policy/ Vigil Mechanism in place for reporting genuine concerns over happening of instances of any irregularity, unethical practice and/ or misconduct for directors, employees and stakeholders. No such instances were reported during the Financial Year 2021-22.

The details of the said policy have been disclosed in the Company?s website at: http://www.rpsgventuresltd.com/uploads/policies/BPS_ Whistle.pdf.

PARTICULARSOFLOANS,GUARANTEESORINVESTMENTS

Loan(s) given, investment(s) made and guarantee(s) or security(ies) provided, as the case may be, were in compliance with the provisions of the Act and relevant details thereof are referred to in Notes 8,9,36 and 39 to the Standalone Financial Statements of the Company.

FIXED DEPOSITS

The Company, during the year, had not accepted any deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

AUDITORS AND AUDITORS? REPORT

Batliboi, Purohit& Darbari, Chartered Accountants, (Firm Registration No. 303086E) were appointed as the statutory auditors for a term of five consecutive years, holding office from the first Annual General Meeting until the conclusion of the sixth Annual General Meeting of the Company.

The Notes on financial statements referred to in the Auditors? Report are self-explanatory and do not call for any further comments. The Auditors? Report does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors have not reported any instance of fraud.

SECRETARIAL AUDITORS

The Board had appointed M/s S.M. Gupta & Co., Company Secretaries, as the Secretarial Auditors of the Company to conduct the secretarial audit for the financial year 2021-22.

Secretarial Audit Report for the Year is annexed herewith and marked as Annexure F to this Report. Secretarial Audit Reports of Guiltfree Industries Limited and Quest Properties India Limited, two material unlisted subsidiaries of the Company, duly audited by their respective Secretarial Auditors are also attached (Annexures F1 and F2). None of the above Secretarial Audit Reports contain any qualification, reservation or adverse remark.

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

The information relating to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo, as required under Section 134 of Act read with the Companies (Accounts) Rules, 2014 is given in Annexure ‘G?, to this Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and your Company?s operations in future.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There was no proceeding, initiated by any Financial Creditor or Operational Creditor or by the Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the Financial Year 2021-22.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

ANNUAL RETURN

The annual return of the Company as required under the Act is available on the website of the Company at http://www.rpsgventuresltd.com/uploads/annual_return/ Annual%20Return-%202021-22.pdf

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure– H. Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the aforesaid Rules are provided in the Annexure-I forming part of this Report. However, the Report and Accounts are being sent to the Members without the aforesaid Annexure-I. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

Other details relating to remuneration paid during the year to Directors are furnished in the Report of Corporate Governance which forms a part of this report. Employee relations in the Company, during the year, continued to be cordial.

COVID 19 PANDEMIC

The impact of Covid-19 on the operation of the Company and its subsidiaries along with steps taken to minimise such impact has been discussed in the Management Discussion and Analysis, forming a part of this Report.

In assessing the recoverability of its assets including receivables, the Company has considered internal and external information upto the date of approval of these financial statements including economic forecasts. The Company has performed analysis on the assumptions used and based on current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The impact of the global health pandemic may be different from that estimated as at the date of approval of these financial statements and the Company will continue to closely monitor any material changes to future economic conditions.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its deep sense of appreciation for the co-operation received by the Company from its customers, banks, vendors and Government authorities during the year under review. The Board also appreciates the committed services of all its employees during the year.

Your Directors are also grateful for your continued encouragement and support.

For and on behalf of the Board
Dr. Sanjiv Goenka
Place : Kolkata Chairman
Date : May 13, 2022 DIN:00074796