| Dear Members,
The Directors have pleasure in submitting their Eleventh Annual Report
of the Company together with the Audited Statements of Accounts for the
year ended 31 st March, 2015.
Financial Results
The Company's financials for the year under review along with the
corresponding figures of the previous year's figures are as under-
Financial Results (Rs. in Lakhs)
year ended year ended
31-03-2015 31-03-2014
Sales and other Income 10286.37 21364.81
Profit before Interest and 1490.39 685.35
Depreciation
Interest and Finance Charges 2117.61 2373.26
Depreciation 1017.97 1190.70
Profit before Tax -1645.19 -2878.61
Provision for Taxation
a) Current Tax
b) Deferred Tax 480.76 977.41
Profit after tax -1164.43 -1901.20
Add: profit b/f from last year 598.69 2499.89
Less:Adjustment of carrying cost -94.12 -
of Assets
-659.86 598.69
Appropriations
Transferred from Debenture -917.14 -
Redemption Reserve
Transferred to General Reserve 917.14 -
Dividend Dividend Tax - -
Surplus Carried Forward to -659.86 598.69
Balance sheet
Earning per share (Basic) -38.37 -62.64
Earning per share (Diluted) -38.37 -62.64
Operations
During the year under review, the company achieved a turnover of
Rs.10286.37 lakhs and net loss of Rs.1164.43 lakhs as against Rs.21,364.81
lakhs and Rs.1901.20 lakhs in the previous year respectively
CDR Package
The Corporate Debt Restructuring Cell vide their letter Nos.
CDR(SSA)/No.359/2014-15 dated 21st August 2014 and
CDR(SSA)/No.364/2014-15 dated 21st August 2014 have sanctioned a CDR
package based on which the existing facilities enjoyed by the company
with the banks have been restructured and additional limits have been
sanctioned due to which the company is able to carry on its operations
more smoothly
Dividend
As the company did not earn distributable profits, the board of
directors did not recommend any dividend for the financial year under
review.
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no unpaid dividend pending to be transferred to the
Investor Education and Protection Fund.
Review of Business Operations and Future Prospects
The future business scenario of our products is bright in the domestic
market have made forays in Southern Textile markets and we expect
substantial turnover with them. On the Export front the company has
captured world major markets in UK. US, Europe. We have made an
impressive presentation of our new fancy product range in these
countries and our confident of securing huge orders in the next few
months
Share Capital
As per the terms and conditions of the CDR package sanctioned by the
Corporate Debt Restructuring Cell vide their letter Nos.
CDR(SSA)/No.359/2014-15 dated 21st August 2014 and
CDR(SSA)/No.364/2014-15 dated 21st August 2014 the promoters of the
company are to bring in monies to the extent of Rs.5 Crores upfront.
Accordingly, the promoters have brought in the said monies during the
year under review against which 9,59,863 Equity shares of Rs.10/- each
are being allotted to the Promoters Ms Usha Agarwal (6,43,720) and Ms
Arti Agarwal (3,16,143) at a price of Rs.56.06 ps arrived as per the SEBI
(ICDR) Regulations, 2009 for issue of shares on preferential basis.
The necessary resolutions in this regard form part of the notice
convening the 11th Annual General Meeting for the approval of the
members.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, the Board of Directors of your company hereby state and
confirm that
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 profit and
loss of the company for that period
(c) 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 Directors had prepared the annual accounts on a going concern
basis; and
(e) The Directors had laid down internal financial controls to be
followed by the company
(f) 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
Details In Respect of Adequacy of Internal Financial Controls with
Reference to the Financial Statements.
The company has adequate internal financial controls and has a separate
Audit committee to assess the internal controls and guide the company
accordingly
Details of Subsidiaries, Joint Ventures, Associate Companies & their
performance
The Company does not have any subsidiary or joint venture or associate
company as such, their performance details will not arise.
Deposits
The Company has renewed the fixed deposits received from the public.
The amount of deposits outstanding as on 31st March 2015 was Rs.50.00
lakhs. There were no deposits accepted under the provisions of Chapter
V of the Companies Act, 2013. The company does not have any deposits
lying unpaid or unclaimed as on 31st March 2015. FURTHER, there has
been no default in repayment of deposits or payment of interest thereon
during the year
Risk Management Policy of the Company
The Company has formulated and adopted a risk management policy at its
Board Meeting. As per the policy, the management continues to review
and assess the risk and also the steps for mitigating the same.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility does not apply to the company. However,
your company continues to carry out activities for the community and
society.
Related Party Transactions
The related party transactions entered into by the company during the
financial year under review have been disclosed vide Note No. 2.40 of
the financial statements of the company for the financial year ended
31st March 2015. All the transactions entered into are at an arm's
length basis and in the ordinary course of business. The relevant
details in form AOC-2 is enclosed hereto at Annexure -A.
Particulars of Loans, Guarantees or Investments Made Under Section 186
of the Companies Act, 2013
During the year under review your company has not extended any
guarantees or made any investments.
Directors and Key Managerial Personnel
Shri Vijay Kumar Gupta, Director, of the Company retires at the ensuing
Annual General Meeting and being eligible, offers himself for
re-appointment.
Ms Anisha Tandon was appointed as an Independent Woman Director w.e.f.
31st March 2015, and holds office till the date of the ensuing Annual
General Meeting. Ms Anisha Tandon has furnished a declaration under
Section 149(7) of the Companies Act, 2013 that she fulfils the criteria
for being appointed as an independent director. Hence, the Board
recommends for her appointment as an Independent Director for a period
of one year. The company has received a notice in writing from a
member alongwith the requisite deposit of Rs.1,00,000/- under Section 160
of the Companies Act, 2013 proposing here candidature.
The Independent Directors have submitted declarations disclosing to the
Board that they fulfill the criteria stipulated under Section 149(6) of
the Companies Act, 2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013
and the relevant rules made there under and Clause 49II I) (B)(e) of
the listing agreement.
Shri Shiv Kumar, CFO, of the company was appointed as Key Managerial
Personnel
Sri Ramesh Atluri, Company Secretary and Compliance Officer of the
company resigned with effect from 31st March 2015 and the company is in
the process of appointing a new Company Secretary.
Meetings of the Board
There were 5 (five) Meetings of the Board of Directors during the year
under review the details of which are furnished in the report on
Corporate Governance.
Audit Committee
The Committee comprises of S/Sri KC Reddy, Vijay Kumar Gupta, and
Ritesh Kumar Agarwal. The recommendations made by the committee have
always been accepted by the Board
Vigil Mechanism
Pursuant to the provisions of Section 177 (9) and (10) of the Companies
Act, 2013, a vigil mechanism for Directors and employees has been
established for reporting their concerns
Remuneration Ratio of the Directors/Key Managerial Personnel/Employees
The details as per Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided at
Annexure B
Company's Policy Relating to Directors Appointment, Payment of
Remuneration and Discharge of their Duties
The Nomination and Remuneration Committee is vested with the powers to
recommend the Appointment of a Director and recommend the remuneration
accordingly.
Evaluation of the Board
Since the company was going through severe stress and strain in
connection with the financial aspects of the company, it could not of
formulate a remuneration policy in line with the provisions of the
Companies Act, 2013. However, steps have been taken now to comply with
the same.
Management Discussion and Analysis Report
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement, forms part of this Report and is annexed hereto as
"Annexure C ".
Corporate Governance
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance as laid down under
Clause 49 of the Listing Agreement with the Stock Exchanges. A separate
report on Corporate Governance is annexed herewith, as part of the
Annual Report along with the Auditor's Certificate on its compliance as
"Annexure D ".
Annual Return
The extracts of the Annual Return pursuant to the provisions of Section
92 read with Rule 12 of the Companies (Management and administration)
Rules, 2014 in Form MGT 9 is attached to this Report at Annexure E
Statutory Auditors
The Company has received a certificate from Ms. S Daga & Co. Auditors
to the effect that if they are reappointed, it would be in accordance
with the provisions of Section 141 of the Companies Act, 2013
The Auditors Report does not contain any qualification reservation or
adverse remark.
Cost Audit
Pursuant the provisions of the Companies Act, 2013, and the rules
framed there under Sri Penumarthy Srinivas has been appointed as the
Cost Auditor of the company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act. 2013
Secretarial Audit has been conducted for the Financial Year 2014-15 by
M/S Marthi &Co., Company Secretaries, Hyderabad and their Secretarial
Audit report for the financial year ended 31 st March 2015 is enclosed
at Annexure F.
Listing & Trading
The Equity Shares of the Company are listed on The Bombay Stock
Exchange Limited and National Stock Exchange, Mumbai The Market price
of the Share as on 31st March, 2015 was Rs.44.25 and Rs.45.00 per share on
BSE and NSE respectively.
Particulars of Employees
Information as required under the provisions of Rules 5(2) & 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is given elsewhere in the report. As per the proviso to
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the particulars of employees posted and working
outside India is NIL.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outflow
Information under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts Rules), 2014 is attached hereto
at Annexure G
Acknowledgements
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledge
gratefully the shareholders for their support and confidence reposed on
your Company.
For and on behalf of the Board
For RAJVIR INDUSTRIES LIMITED
Sd/-
Place: Hyderabad U K Agarwal
Date: 29.07.2015 Chairman | 