The Members R T Exports Limited
Your Directors have pleasure in presenting the Thirty-Nineth Annual Report on the stateaffairs of the Company together with the Audited Statement of Accounts for thefinancial year ended 31st March 2019.
1. Financial Highlights:
The financial results for the year ended 31st March 2019 are as under:
(Rs. in Lakhs)
|Particulars ||For the year ended March 31 2019 ||For the year ended March 31 2018 |
|1. Income || || |
|(a) Revenue from operations ||463.77 ||322.58 |
|(b) Other income ||20.12 ||1.48 |
|Total Income ||483.89 ||324.06 |
|2. Earning Before Interest Taxes Depreciation and amortisation ||22.17 ||20.21 |
|(c) Less: Finance costs ||58.77 ||96.36 |
|(d) Less: Depreciation ||24.93 ||11.27 |
|3. Profit before taxes ||(61.53) ||(87.42) |
|4. Less: Tax expense: ||(13.33) ||(27.35) |
|5. Profit/(Loss) for the year (3-4) ||(48.20) ||(60.07) |
|6. Add: Other Comprehensive Income ||1.17 ||2.18 |
|Total Comprehensive Income ||(47.03) ||(57.89) |
Note: Figures for FY 2017-18 have been restated as per Ind AS and therefore may not becomparable with financials for FY 2017-18 approved by the Directors and disclosed in thefinancial statement of previous year.
During the period under review the Company's income from sales & Services stood atRs. 46376503/- as compared to Rs. 32257628/- in 2017-2018. The Loss before tax wasRs. 6153038/- as against loss of Rs. 8742489/- in the previous year. The Loss aftertax was Rs. 4819563/- as against loss of Rs. 6007412/- in the previous year.
Your Company is undertaking active efforts towards accelerating the growth speed and isoptimistic about better performance in the future.
Change(s) in the nature of Business if any
During the Financial Year 2018-19 there has been no change in the nature of Businessof the Company.
Change in the name of the Company
During the Financial Year 2018-19 there were no change in the name of the Company.
Capital expenditure on tangible assets
During the Financial Year 2018-19 we have capitalized Rs. 43491/- (Rupees Forty ThreeThousand Four Hundred And Ninety One only) for Plant and Equipment.
Total borrowings stood at Rs. 1512.39 Lakhs as on Financial Year ended 31st March2019 whereas the amount stood at Rs. 1437.62 Lakhs in the previous financial year.
Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
In order to conserve the financial resources for future growth the Board of Directorsdo not recommend any payment of Dividend for the year under review.
There was no unpaid or unclaimed dividends declared which was required to betransferred to the Investor Education and Protection Fund (IEPF) established by theCentral Government. There is no unpaid and unclaimed dividend lying with the Company as on29th September 2018 (date of the previous Annual General Meeting).
Company proposes to transfer debit balance of Profit and Loss Account ( Rs.4820163/-) to General Reserve.
We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.
Pursuant to Scheme of Demeger the undertaking has been transferred to AsianWarehousing Limited (Resulting Company). Accordingly the project loan availed fromOriental Bank of Commerce (OBC) was transferred from R T Exports Limited (DemergedCompany) to Asian Warehousing Limited (Resulting Company) during the year.
Contracts or arrangements with related parties under Section 188 (1) of the CompaniesAct 2013
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188 (1) of the Act entered by the Companyduring the financial year which were in the ordinary course of business and on an arm'slength basis. The Company has formulated a policy on materiality of Related PartyTransactions and dealing with Related Party Transactions which has been uploaded on theCompany's website. During the year the company had not entered into any new contract orarrangement with related parties which could be considered material' (i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements entered into individually or taken together with previoustransactions during the financial year) according to the policy of the Company onmateriality of Related Party Transactions. However a subsisting transaction coming underthe ambit of material related party transaction as defined under the SEBI(LODR)Regulations 2015 has been approved by the members at the Annual General Meeting held on15th July 2014 where related parties did not participate in voting and other conditionsthereon are duly met with.
However company has incorporated an agenda item to enter in to Material Related PartyTrasactions as per the details provided in the Notice of Annual General Meeting.
The particulars of related party transactions in prescribed Form AOC-2 are attached as Annexure1 to the Board's report.
Material changes and commitments affecting financial position between the end of thefinancial year and date of report Order of SEBI Mumbai in the matter of Scheme ofReduction of Share Capital of the Company:
Pursuant to SEBI Order dated May 3 2019 Company has complied the activity of postalballot for getting the approval of the majority of public shareholders with respect toscheme of Reduction of Share Capital of the Company.
Variation in market capitalization
| ||As at March 31 2019 ||As at March 31 2018 ||Increase /(decrease) in % |
|Market capitalization ||30513000 ||39143820 ||(22.05%) ? |
In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as Listing Regulations') and Section 136 of theCompanies Act 2013 read with Rule 10 of the Companies (Accounts) Rules2014 full versionof the Annual Report for the financial year 2018-19 is being sent to all shareholders whohave not registered their email address(es) for the purpose of receiving documents/communication from the Company in electronic mode. Full version of the Annual Report2018-19 containing complete Balance Sheet Statement of Profit & Loss otherstatements and notes theretoprepared as per the requirements of Schedule III to theCompanies Act 2013 Directors' Report (including Management Discussion and Analysis andCorporate Governance Report) is being sent via email to all shareholders who have providedtheir email address(es). Full version of Annual Report 2018-19 is also available forinspection at the registered office of the Company during working hours up to the date ofensuing Annual General Meeting (AGM). It is also available at the Company's website atwww.rtexports.com.
Consolidated Financial Statements
Accounting Standard 21 on Consolidated Financial Statements is not applicable to theCompany for the financial year 2018-19.
Management's Discussion and Analysis:
In terms of the Regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management's Discussion and Analysis is set out inthis Annual Report.
2. Business Strategy
Our strategic objective is to build a sustainable organization that remains relevant tothe agenda of our clients while generating profitable growth for our investors.
Operations and Business Performance
Kindly refer to Management Discussion & Analysis and Corporate Governance Reportwhich forms part of Annual report.
R. T. Exports Ltd. does not have subsidiaries as on 31st March 2019. However astatement in the prescribed format AOC-1 is appended as Annexure 2 to the Boards'Report.
3. Human Resources Management:
To ensure good human resources management at R.T. Exports Ltd. we focus on all aspectsof the employee life cycle. This provides a holistic experience for the employee as well.During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs. All the while we createeffective dialogs through our communication channels to ensure that the feedback reach therelevant teams including the leadership. Interactions with the leadership continuethrough email face-to face interactions.
Particulars of remuneration of Directors/ KMP/ Employees
The table containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 Read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure 3a' to the Boards Report.
A statement containing the names of every employee employed throughout the financialyear and in receipt of remuneration of Rs. 10200000 or more or employed for part ofthe year and in receipt of Rs. 850000 or more a month under Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure3b' to the Board Report.
4. Corporate Governance
At R. T. Exports Ltd. we ensure that we evolve and follow the Corporate Governanceguidelines and best practices sincerely to not just boost long-term shareholder value butto also respect minority rights. Corporate Governance is an ethically driven businessprocess that is committed to values aimed at enhancing the organization's brand andreputation. This is ensured by taking ethical business decisions and conducting businesswith a firm commitment to values while meeting stakeholders expectations. We believe thatit is imperative for us to manage our business commitment to our values. Our affairs inthe most fair and transparent manner with a firm Corporate Governance framework is areflection of our culture our policies our relationship with stakeholders and ourcommitment to values.
Accordingly we always seek to ensure that our performance is driven by integrity. Thisis vital to gain and retain the trust of our stakeholders.
R. T. Exports Ltd.'s philosophy of Corporate Governance is founded on the pillars offairness accountability disclosures and transparency. These pillars have been stronglycemented which is reflected in your Company's business practices and work culture. Thesound governance processes and systems guide the Company on its journey towards continuedsuccess. The practice of responsible governance has enabled your Company to achievesustainable growth while meeting the aspirations of its stakeholder's and societalexpectations.
Your Company is committed to sound principles of Corporate Governance with respect toall of its procedures policies and practices. The governance processes and systems arecontinuously reviewed to ensure highest ethical and responsible standards being practicedby your Company. Comprehensive disclosures structured accountability in exercise ofpowers adhering to best practices and commitment to compliance with regulations andstatutes in letter as well as spirit have enabled your Company to enhance shareholdervalue. In fact this has become an integral part of the way the business is done.
Our Corporate Governance framework ensures effective engagement with our stakeholdersand helps us evolve with changing times.
The Securities and Exchange Board of India (SEBI) notified the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 videnotification dated 02nd September 2015 to bring in additional corporate governance normsfor listed entities. These norms provide for stricter disclosures and protection ofinvestor rights including equitable treatment for minority and foreign shareholders.
We believe that an active well-informed and independent Board is necessary to ensurethe highest standards of Corporate Governance. It is well-recognized that an effectiveBoard is a pre-requisite for strong and effective Corporate Governance. At R T ExportsLtd the Board of Directors (the Board') is at the core of our Corporate Governancepractice and oversees how the Management serves and protects the long-term interests ofour stakeholders.
Our governance framework ensures that we make timely disclosures and share accurateinformation regarding our financials and performance as well as the leadership andgovernance of the Company.
We comply with Securities and Exchange Board of India (SEBI)'s guidelines on CorporateGovernance. We have documented our internal policies on Corporate Governance.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of listing agreement for different segments ofcapital markets to ensure better enforceability. The said regulations were effective fromDecember 01 2015. Accordingly all listed entities are required to enter into the freshlisting agreement within six months from the effective date. The Company entered listingagreement with BSE Limited during February 2016.
BOARD OF DIRECTORS
Composition of the Board
As on March 31 2019 R.T. Exports' Board consists of 4 Members. Besides the Chairmanan Executive Promoter Director the Board comprises one Non-Executive non-promoter WomanDirector and two Non-Executive Independent Directors. The composition of the Board is inconformity with the Listing Regulations enjoining specified combination of Executive andNon-Executive Directors with at least one Woman Director with not less than fifty percentof the Board comprising of Non-Executive Directors and at least one-half of the Boardcomprising of Independent Directors for a Board Chaired by Executive Promoter Director.
Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2 (51) and 203 of theCompanies Act 2013 are as follows:
Mr. Bhavik R. Bhimjyani: Chairman and Managing Director
Mr. Kirtikumar S. Pandya: Chief Finance Officer
Mr. Rajeshkumar C. Pillai: Company Secretary and Compliance Officer
During the year Mr. Rashmi C. Bhimjyani has been resigned from the post of Chairmanand Managing Director and in his place Mr. Bhavik R. Bhimjyani has been appointed asChairman and Managing Director w.e.f 14th February 2019. Mr. Kirtikumar S. Pandya hasbeen appointed as a Chief Financial Office of the Company w.e.f 14th February 2019.
Number of Meetings of the Board
During the Financial Year 2018-19 7 (Seven) number of Board Meetings were held. Fordetails thereof kindly refer to the section Rs.Board of Directors- Number of BoardMeetings' in the Corporate Governance Report.
Performance Evaluation of the Board its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and individual Directors includingIndependent Directors.
A structured questionnaire covering various aspects of the functioning of the Boardand its Committee such as adequacy of the constitution and composition of the Board andits Committees matters addressed in the Board and Committee meetings processes followedat the meeting Board's focus regulatory compliances and Corporate Governance etc. isin place. Similarly for evaluation of individual Director's performance thequestionnaire covering various aspects like his/her profile contribution in Board andCommittee meetings execution and performance of specific duties obligations regulatorycompliances and governance etc. is also in place. Board members had submitted theirresponse for valuating the entire Board respective committees of which they are membersand of their peer Board members including Chairman of the Board. The IndependentDirectors had met separately on February 14 2019 without the presence of Non-IndependentDirectors and the members of management and discussed inter-alia the performance ofNon-Independent Directors and Board as a whole and the performance of the Chairman of theCompany. The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it shall be determined whether to extend or continue theirterm of appointment whenever the respective term expires. The Directors expressed theirsatisfaction with the evaluation process.
Committees of Board
Currently the Board has Three Committees: the Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee.
A detailed note on the Board and its Committees is provided under the CorporateGovernance Report section in this Annual Report. The Composition of the Committees andCompliances as per the applicable provisions of the Act and Rules are as follows:
i) Audit Committee:
The Committee met Six times during the financial year the details of which are givenin the Corporate Governance Report that forms part of this Annual Report. As of the dateof this report the Committee is comprised of Mr. Manohar Kumar (Chairman) Mr. BhavikBhimjyani and Mr. Yogesh Thakkar as the other members. The primary objective of theCommittee is to monitor and provide effective supervision of the Management's financialreporting process to ensure accurate and timely disclosures with the highest levels oftransparency integrity and quality of financial reporting. The SEBI (LODR) Regulation2015 and The Second Amendment Rules 2015 mandates to refer all the related partytransaction to the Audit Committee and to design the RPT policies. As per requirement ofSEBI (LODR) Regulation 2015 the Company has formulated Policy on Materiality of RPTs anddealing with RPTs which is available on our website http://www .rtexports.com/Corporate_Governance_policies.html
All recommendations of Audit Committee were accepted by the Board of Directors.
ii) Nomination & Remuneration Committee:
The Committee met five times during the financial year the details of which are givenin the Corporate Governance Report that forms part of this Annual Report. As of the dateof this report Committee comprises of three members viz. Mr. Manohar Kumar (Chairman)Mr. Bhavik Bhimjyani and Mr. Yogesh Thakkar as the other members. All the recommendationsmade by the Nomination & Remuneration Committee relating to remuneration &compensation of Executive Directors & Senior Management were accepted by the Board.The Nomination and Remuneration Committee has framed the Nomination and RemunerationPolicy in accordance with the requirement of SEBI (LODR) Regulation 2015 which isavailable on our website http://www .rtexports. com /Corporate_Governance_policies.html
iii) Stakeholders Relationship Committee:
Stakeholders Relationship have been cordial during the year. As a part of thecompliance the Stakeholders Relationship Committee is dealing with the issues relating toinvestors. There were no investor grievances pending as on 31st March 2019. Aconfirmation to this effect has been received from the Company's Registrar and ShareTransfer Agent. However one request received from a shareholder is pending forverification for lifting the block placed by the share broker in the past.
Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofsection 134 (3) (c) of the Companies Act 2013:
i) That in the preparation of the Annual Accounts for the financial year ended 31stMarch 2019 the applicable accounting standards and Schedule III of the Companies Act2013 have been followed along with proper explanation relating to material departures ifany;
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year ended on that date;
iii) That the Directors have taken proper and sufficient care for the accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities;
iv) The Annual Accounts have been prepared on a going concern' basis;
v) The Directors had laid down internal financial controls which were followed by theCompany and are adequate and are operating effectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandated toformulate certain policies for all listed entities. Policies adopted by the Company areavailable on our website http://www.rtexports.com/Corporate_ Governance_policies.html. Thepolicies are reviewed periodically by the Board and updated based on need and newcompliance requirement. In addition to its code of conduct and ethics key policies thathave been adopted by the Board are as follows:
i) Policy on materiality of and dealing with related party transactions:
The Company has adopted policy upon the recommendation of the Audit Committee and thesaid Policy includes the materiality threshold and the manner of dealing with RelatedParty Transactions ("Policy") in compliance with the requirements of Section 188of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The policy regulates all transactions between the companyand its related parties. The said policy is available on our websitehttp://www.rtexports.com/Corporate_Governance_ policies.html.
ii) Archival Policy:
This policy deals with the retention and archival of such events or information whichhas been disclosed to stock exchange under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.The said policy is alsoavailable on our website http://www.rtexports.com/Corporate_Governance policies. html.
iii) Whistle-Blower Policy (vigil mechanism):
The Company has adopted the whistle Blower mechanism for all stakeholdersincluding individual employees and their representative bodies to report to theManagement instances of unethical behaviour actual or suspected fraud or violation ofthe Company's Codes or CG Policies. The said policy is also available on our websitehttp://www.rtexports.com/Corporate Governance policies.html.
iv) Policy for preservation of documents:
This Policy contains guidelines for identifying Documents (defined later) that need tobe maintained the period of preservation of such Documents and its destruction/disposal.This Policy aims to provide control on the periodicity and destruction of business relatedDocuments. The said policy is also available on our websitehttp://www.rtexports.com/Corporate_Governance_policies.html
v) Remuneration policy:
The remuneration policy supports the design of programs that align executive rewards including incentive programs retirement benefitprograms promotion and advancementopportunities with the long-term success of our stakeholders and also the criteria fordetermining the remuneration of the Directors Key Managerial Personnel. The said policyis also available on our website http://www.rtexports.com/Corporate_Governance_policies.html
Auditors Certificate on Corporate Governance
As required by SEBI (LODR) Regulation 2015 Auditors Certificate on CorporateGovernance is enclosed as Annexure 4 to the Board's Report.
5. Statutory Auditors
At the Annual General Meeting held on September 29 2017 M/s Pathak H.D &Associates Chartered Accountants (Firm Registration No.107783W) were appointed asstatutory auditors of the Company to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2022.
Anjana Manseta & Co. Company Secretaries were appointed to conduct thesecretarial audit of the Company for the financial year 2018-19 as required under Section204 of the Companies Act 2013 and Rules made thereunder.
The Secretarial Audit Report for FY 2018-19 forms part of the Annual Report as Annexure5 to the Board's Report.
Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government
The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143 (12) of theCompanies Act 2013 including the Rules made thereunder.
Capital Structure and Listing of Shares
The Company's shares are listed on the BSE Limited (BSE). There is no change in thecapital structure of the Company during the year under report.
Disclosure under Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013
At R. T. Exports all employees are of equal value. There is no discrimination betweenindividuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age. At R.T. Exportsevery individual is expected to treat his/her colleagues with respect and dignity. This isenshrined in values and in the Code of Ethics & Conduct of R.T. Exports. The VigilCommittee (Whistle-Blower & Protection Policy) provides platform to all employees forreporting unethical business practices at workplace without the fear of reprisal and helpin eliminating any kind of misconduct in the system. The policy also includes misconductwith respect to discrimination or sexual harassment. The Company also has in placeRs.Prevention of Sexual Harassment PolicyRs.. This Anti-Sexual Harassment policy of theCompany is in line with the requirements of The Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013. All employees (permanentcontractual temporary and trainees) are covered under this policy. An Internal ComplaintsCommittee (ICC) is in place to redress complaints received regarding sexual harassment.
The following is a summary of sexual during the harassment complaints received anddisposed off year:
No. of complaints received: Nil
No. of complaints disposed off : NA
Significant and material orders
1) Vide Order dated 10th April 2015 High Court Bombay sanctioned the Scheme ofDe-merger of the warehousing business of the Company. The Company implemented the saidScheme based on the Hon'ble High Court's Order. However Hon. High Court Bombay hadissued an Order staying the further implementation of the Scheme based on the prayers of ashareholder in the Company Application filed with the Hon. Court.
The Hon. High Court Bombay now have dismissed the above Company Application aswithdrawn.
2) A Company Petition was filed against the Company seeking various reliefs thereinbefore the Hon'ble NCLT
Mumbai Bench by the above shareholder on receipt of notice of requisitioned meetingby them. The Hon. NCLT allowed the Company to hold the requisitioned meeting as scheduledbut outcome being subject to further orders of the Hon. NCLT.
Now by an Order the Hon. NCLT Mumbai Bench have dismissed the above Company Petition.Therefore the Company has started to complete the De-merger process.
The Company maintained healthy cordial and harmonious industrial relations at alllevels. There are no significant and material Orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
Extract of Annual Return
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure 6 to the Board'sReport.
Internal financial control and its adequacy
The Board has adopted the policies and procedures for ensuring the orderly andefficient including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
6. Corporate Social Responsibility (CSR):
Threshold levels for CSR coverage are prescribed. Since your Company does not fallunder the category provided therein no Corporate Social Responsibility Committee has beenformed by the Board. Once CSR becomes applicable to the Company CSR Committee will beformed and Policy will be adopted by the Company.
Conservation of energy research and development technology absorption foreignexchange earnings and outgo:
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is as follows:
A. Conservation of energy:
The requirement for disclosure of particulars with respect to conservation of energy isnot applicable to agro export of the Company.
B. Technology absorption:
i) Efforts made towards technology absorption:
The Company has limited scope in technology adoption and therefore not acquired newtechnology during the year.
ii) Benefit to be derived as a result of the above:
iii) Research & Development:
Your Company is in to trading and export of agri commodities and there is very limitedscope for Research and Development (R&D). The Company has not incurred any expenses onR&D during the year.
C. Foreign exchange earning & outgo:
a) Foreign Exchange Earned (on FOB basis) : Rs. Nil
7. Acknowledgement :
Yours Directors place on record their appreciation for the support and co-operationextended to the Company by Banks Government authorities Customers during the year underreview. The Directors would also like to thank the employees for their continued supportand contribution in ensuring all round performance.
| ||For and on behalf of the Board of Directors |
| ||Mr. Bhavik R. Bhimjyani |
|Date: 4th September 2019 ||Chairman and Managing Director |
|Place: Mumbai ||DIN: 00160121 |