| The Directors have pleasure in presenting the 20th Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31slMarch, 2015.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March, 2015 as
compared to the previous financial year, is summarized below:
Particular For the financial For the financial
year ended year ended
31st March,2015 31st March, 2014
Income 153,663,125 119,134,038
Less: Expenses 148,880,191 116,523,918
Profit/ {Loss)
before
tax 4,782,9355 2,610,120
Less: Provision for
tax 1,478,355 806,661
Profit after Tax 3,304,579 1,803,459
APPROPRIATION
Interim Dividend 0.00 0.00
Final
Dividend 0.00 0.00
Tax on distribution
ofdividend 0.00 0.00
Transfer of General
Reserve 0.00 0.00
Balance carried to
Balance sheet 3,304,579 1 1,803,459
b. OPERATIONS:
The operations of the Company for the year under review have resulted
in the gross profit of Rs. 4,782,935/- as against Rs. 2,610,120/- in
the earlier year. After providing for interest, depreciation and taxes,
the Company has recorded a net profit of Rs. 3,304,579/- as against Rs.
1,803,459/- in the earlier year. The gross revenue stood at Rs.
153,663,125/- as against Rs. 119,134,038/-
c. Business Overview:
Company is engaged into business of Staffing, placements, and workforce
management Services, Textile and Real Estate . Company during the year
under review, did business in textile trading, staffing services and
could made smart profits out of the business.
Radford Global Ltd has more than 20 plus man years of collaborated
experience in recruitment industry with a experienced team of industry
professionals and having offices in Four locations in Mumbai,
Ahmedabad, Banglore and Pune.
Radford global is one of the reputed consulting company of India that
work for different type of recruitment that includes Temporary
Staffing, Recruitment & RPO, Payroll Processing. Recently, company is
awarded as Best IT Staffing Company in SME category by Silicon India
Magazine in August 2015 edition.
i) Temporary Staffing Solutions: Temporary Staffing Solutions works
best for company they need particular talent for a specific period of
time. Some of the major benefits of Temporary Staffing are reducing
internal hiring cost, Help companies to concentrate on core areas,
Implementation of minimum wages etc
ii) Recruitments Solutions: This is a process to hire top executive of
a company, which play a vital role in company's success.
iii) Payroll Processing Solutions: Payroll Processing Solutions is
always a difficult problem for companies because processing payroll
takes huge time, difficult to keep a track of pay, difficult to
organize all records.
The company carries on its activity of Purchase, acquire on lease or
hire or in any other manner, any lands, Estates and properties of any
nature ,rights or interests therein and to develop the same and to
build, construct, execute, improve, administer, manage, sell, lease or
control in India and in any part of the world, works relating to
housing complexes apartments, commercial complexes, markets,
warehouses, hotels, farms, farmhouses, resorts, amusement parks, docks,
harbors, piers, wharves, canals, roads, bridges ,Tunnels, irrigation &
software, telecommunication, textile and chemicals other civil works.
d. Future Outlook
We have pleasure to state that your Company is engaged in multi
activity businesses, workforce management Services and doing business
in temp Staffing, placements, Textile and Real Estate Company is
expected to expand its foot print to many more domestic as well
international locations. We would be focusing more on the temp staffing
business catering to IT & NON IT segment. We are expected to UAE and
Middle East recruitment services soon. With the proliferation of MNC's
coupled with a great rise in domestic entrepreneurial ventures over the
last decade has placed India in position where the demand for staffing
is like never before. The buzz in the market is that the staffing and
recruitment industry in India is expected to grow significantly by
2020, fuelled by the need, on the one hand, for a flexible workforce,
and on the other, desire from the worker for a mobile, educational and
flexible work arrangement.
Recently, Indian Staffing Federation (ISF), The top body of
flexi-staffing industry in India comprising of about 30 members from
the staffing industry, organized a National Conclave on Staffing - 'The
future of Employment to galvanize the recognition of staffing as a
choice of employment both by employers and society'. It was noted that
at a time of burgeoning black economy, staffing could be a strategic
and cost effective approach taken by the companies.
It is appropriate to note that India is among the top five nations in
flexi staffing industry but, it stands out as the only one where the
flexi staffing industry does not have a regulatory recognition as yet.
Going by the Economic Survey report, it becomes more viable to make
necessary provisions, set up guidelines to encourage contract staffing
in areas, roles, industries where it can add utmost value."
India has been projected to be among the largest staffing countries
along with Brazil, china and South Africa by the global staffing
market. Staffing in India, like other developing countries, is at a
very vital juncture as a large proportion of workforce belongs to the
unorganized sector having low or almost no social security. From
current global experience, the demand for flexi staffing (for providing
flexible solutions to both workers and employers) would increase
predominantly in the coming years. In 2013, a modest growth rate was
noted in the Indian Job market, owing to increasing number of executive
search firms and large- scale hiring by the public sector.
According to a report by Staffing Industry Analysts, the Indian
staffing industry is estimated at Rs 26,650 crore, wherein flexi
(flexible) staffing accounts for 75 per cent and is worth Rs 19,900
crore, permanent recruitment accounts for 12 per cent (worth Rs 3,250
crore) and other services 13 per cent (Rs 3,500 crore).
e. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:
During the year under review, your Company did not have any subsidiary,
associate and joint venture company.
f. DIVIDEND:
With a view to conserve resources, your Directors have thought it
prudent not to recommend any dividend for the financial year under
review.
g. TRANSFER TO RESERVES:
The Board of Directors has not recommended transfer of any amount of
profit to reserves during the year under review. Hence, the entire
amount of profit for the year under review has been carried forward to
the Statement of Profit and Loss.
h. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under
review.
i. DEPOSITS:
The 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 of
details of deposits which are not in compliance with the Chapter V of
the Act is not applicable.
j. DISCLOSURES UNDER SECTION 134(3) (1) OF THE COMPANIES ACT, 2013:
Except as disclosed elsewhere in this report, no material changes and
commitments which could affect the Company's financial position, have
occurred between the end of the financial year of the Company and date
of this report.
k. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or
inadequacy of such controls.
1. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
The Securities and Exchange Board of India passed an ex-parte interim
order no. WTM/RKA/ISD/161/2014 dated 19th December, 2014 against the
Company debarring the Company, its promoters and directors from
accessing Securities Market.
m. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
Your Company has not entered into any transaction with the Related
Parties during the year under review.
n. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:
Your Company has not provided and loan, guarantee, investment or
security in favor of third party during the year under review.
o. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a)(ii) of the Act
read with Rule 4(4) of the Companies (Share Capital and Debenture)
Rules, 2014 is furnished.
p. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year
under review and hence no information as per provisions of Section
54(l)(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.
q. DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT, 2013:
The Company has not issued any equity shares under Employees Stock
Option Scheme during the year under review and hence no information as
per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
r. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising
of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014 is
furnished.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Appointment of Directors:
Mr. Vaibhav Laddha (DIN: 05168734) was appointed as an Additional
Director in the Board Meeting held on 19th November, 2014, who shall
hold office up to ensuing Annual General Meeting. The Company has
received written recommendation from the member of the Company to
appoint him as the Director to the Board of Directors of the Company.
Ms. Dimple Nayak (DIN: 07140233) was appointed as an Additional
Independent Director in the Board Meeting held on 30th March, 2015, who
shall hold office up to ensuing Annual General Meeting of the Company.
The Company has received written recommendation from the member of the
Company to appoint her as the Director to the Board of Directors of the
Company.
Mr. Archit Kulkarni (DIN: 06548055) was appointed as an Additional
Director in the Board Meeting held on 13th August, 2015 who shall hold
office up to ensuing Annual General Meeting. The Company has received
written recommendation from the member of the Company to appoint him as
the Director to the Board of Directors of the Company.
Appointment of Key Managerial Personnel:
Mrs. Madhu Bansal was appointed as Key Managerial Person designated as
Chief Executive Company Secretary of the Company.
Resignation of Directors:
Mr. Manish Shah resigned as Director of the Company with effect from
11th August, 2014 due to pre-occupation of work.
Mr. Rajesh Kumar Maheshwari resigned as Director of the Company with
effect from 19th November, 2014 due to other personal commitments.
Mr. Premchand Tiwari resigned as Director of the Company with effect
from 29th December, 2014 due to other personal commitments.
In accordance with the provisions of the Act, none of the Independent
Directors is liable to retire by rotation.
As per the provisions of Section 152 of the Companies Act, 2013, Mr.
Prakash Biyani retire by rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for re- appointment. Your
Directors recommend their appointment.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations form all the Independent
Directors under Section 149(6) of the Companies Act, 2013 confirming
their independence vis-a-vis the Company.
3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
a. BOARD MEETINGS:
The Board of Directors met 4 (four) times during the financial year
ended 31st March 2015 in accordance with the provisions of the
Companies Act, 2013 and rules made there under.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended 31st
March, 2015, the Board of Directors hereby confirms that:
a. i" ae preparation of the annual accounts, the applicable accounting
standards had been t. wed along with proper explanation relating to
material departures;
b. s. 1 accounting policies have been selected and applied
consistently and the Directors i! le judgments and estimates that are
reasonable and prudent so as to give a true and I, view of the state of
affairs of the Company as at 31st March, 2015 and of the profit/loss u
le Company for that year;
c. pi per and sufficient care was taken for the maintenance of
adequate accounting records i accordance with the provisions of this
Act for safeguarding the assets of the Company t for preventing and
detecting fraud and other irregularities;
d. ' annual accounts of the Company have been prepared on a going
concern basis;
e. in renal financial controls have been laid down to be followed by
the Company and that l internal financial controls are adequate and
were operating effectively;
f. per systems have been devised to ensure compliance with the
provisions of all likable laws and that such systems were adequate and
operating effectively;
C. ADOPATION AND REMUNERATION COMMITTEE:
The mention and Remuneration Committee of Directors as constituted by
the Board of Dirt is of the Company in accordance with the requirements
of Section 178 of the Act.
The position of the committee is as under:
1. Ajay Dhuria, Chairman,
2. Dimple Nayak, Director,
3. Madhu Bansal, Secretary.
The oared has in accordance with the provisions of sub-section (3) of
Section 178 of the Carr miens Act, 2013, formulated the policy setting
out the criteria for determining quay 'captions, positive attributes,
independence of a Director and policy relating to remix' aeration for
Directors, Key Managerial Personnel and other employees.
Major criteria defined in the policy framed for appointment of and
payment of remuneration to the Directors of the Company, are as under:
Minimum Qualification: Graduate
Positive Attributes: Analyzing, Visionary, Determined
Experience: 5 years (2years in case of professional)
d. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the
provisions of Section 177 of the Companies Act, 2013. The composition
of the Audit Committee is in conformity with the provisions of the said
section. The Audit Committee comprises of:
1. Mr. Ajay Dhuria, Independent Director, Chairman, 2.- Mr. Prakash
Biyani, Whole Time Director, Member, 3. Ms. Madhu Bansal, Secretary
The scope and terms of reference of the Audit Committee have been
amended in accordance with the Act and the Listing Agreement entered
into with the Stock Exchanges.
During the year under review, the Board of Directors of the Company had
accepted all the recommendations of the Committee.
e. STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the year under review, pursuant to Section 178 of the Companies
Act, 2013, the Board of Directors of the Company has constituted the
Stakeholder's Relationship Committee, comprising of Mr. Prakash Biyani,
Mr. Ajay Dhuria and Mr. Vaibhav Laddha.
Mr. Prakash Biyani has been appointed the Chairman of the Stakeholders'
Relationship Committee. Ms. Madhu Bansal, Company Secretary acts as the
Secretary of the Stakeholders' Relationship Committee.
f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has, pursuant to the provisions
of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil
Mechanism Policy" for Directors and employees of the Company to provide
a mechanism which ensures adequate safeguards to employees and
Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations.
g. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management
Policy and Guidelines to avoid events, situations or circumstances
which may lead to negative consequences on the Company's businesses,
and define a structured approach to manage uncertainty and to make use
of these in their decision making pertaining to all business divisions
and corporate functions. Key business risks and their mitigation are
considered in the annual/strategic business plans and in periodic
management reviews.
h. CORPORATE SOCIAL RESPONSIBILITY POLICY:
The provisions of Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to the
Company.
i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
A statement indicating the manner for evaluation of performance of the
Board and its committee, individual Directors is attached with the
Board Report as Annexure IX and forms part of this Report.
j. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the
Company's business and size and complexity of its operations are in
place has been operating satisfactorily. Internal control systems
comprising of policies and procedures are designed to ensure
reliability of financial reporting, timely feedback on achievement of
operational and strategic goals, compliance with policies, procedure,
applicable laws and regulations and that all assets and resources are
acquired economically, used efficiently and adequately protected.
k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND
OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT &
REMUNERATION) RULES, 2014:
The ratio of the remuneration of Director to the median remuneration of
the employees of the Company for the financial year under review has
been marked as Annexure X.
I. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR
SUBSIDIARY COMPANIES:
None of the managerial personnel i.e. Managing Director and Whole time
Directors of the Company are in receipt of remuneration/commission from
the Holding or Subsidiary Company of the Company.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED
31.MARCH 2015:
The observations made by the Statutory Auditors in their report for the
financial year ended 31st March 2015 read with the explanatory notes
therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the
Companies Act, 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2015:
Provisions of Section 204 read with Section 134(3) of the Companies
Act, 2013, mandates to obtain Secretarial Audit Report from Practicing
Company Secretary. M/s. H V Gor & Co, Practicing Company Secretaries
had been appointed to issue Secretarial Audit Report for the financial
year 2014-15.
Secretarial Audit Report issued by M/s H V Gor & Co, Practicing Company
Secretaries in Form MR-3 for the financial year 2014-15 forms part to
this report. The said report does not contain any observation or
qualification requiring explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
c. RATIFICATION OF APPOINTMENT OF AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, M/s. MNRD &
Associates, Chartered Accountants, the Statutory Auditors of the
Company have been to hold office up to ensuing Annual General Meeting.
However, their appointment as Statutory Auditors of the Company shall
be required to be ratified by the Members at the ensuing Annual General
Meeting. The Company has received a confirmation from the said Auditors
that they are not disqualified to act as the Auditors and are eligible
to hold the office as Auditors of the Company.
Necessary resolution for ratification of appointment of the said
Auditors is included in the Notice of AGM for seeking approval of
members.
Necessary resolution for reappointment of the said Auditors is included
in the Notice of AGM for seeking approval of members.
d. COST AUDITORS:
The Company is not required to appoint Cost Accountants.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with
Companies (Accounts) Rules, 2014 are furnished as under:
a EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, Extract of the Annual Return for the financial year ended 31st
March 2015 made under the provisions of Section 92(3) of the Act is
attached as Annexure XI which forms part of this Report.
b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy and technology
absorption have not been furnished considering the nature of activities
undertaken by the Company during the year under review.
During the year under review, the Company has neither earned nor used
any foreign exchange.
6. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers,
shareholders, suppliers, bankers, business partners/associates,
financial institutions and Central and State Governments for their
consistent support and encouragement to the Company.
Registered Office: By the order of the Board of Directors
Office No. 202,2nd fir,
Sterling Chamber, For Radford Global Limited
Mogra Village Road, Opp
Old Nagardas Road, SD/- SD/-
Andheri East Mr. PRAKASH BIYANI Mr. VAIBHAV LADDHA
Mumbai-400 069 (DIN: 03636522) (DIN: 05168734)
Date:2nd September 2015 DIRECTOR DIRECTOR | 