Your Directors take pleasure in presenting the 36th Annual Report together with theAudited financial statements of the Company for the financial year ended 31st March 2019.
| || |
(Rs. in Lakh)
|Particulars ||2018-19 ||2017-18 |
|Sales and Other Income ||19096 ||14011 |
|Operational Expenses ||15925 ||12145 |
|Depreciation ||799 ||496 |
|Financial Charges ||638 ||571 |
|Profit before Tax ||1734 ||864 |
|Provision for Taxes/ Def. Tax Liab./ including earlier years ||757 ||77 |
|Net Profit ||943 ||722 |
|Reserves from last year ||4474 ||3752 |
|Reserves brought forward to Balance Sheet ||5618 ||4474 |
TRANSFER TO RESERVES
An amount of Rs. 943 lakh has been transferred to General Reserve for the FinancialYear ended 31st March 2019.
Operations of the company are growing fast and the company is in expansion mode.Considering the fund requirements for our future plans for up-gradation of plant &machinery / technology up-gradation the Board of Directors considered it appropriate notto declare any dividend for the financial year 2018-19.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed analysis of the Company's operations in terms of performance in marketsbusiness outlook Opportunities and Threats risks and concerns forms part of theManagement Discussion and Analysis is incorporated in a separate section of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with section 134(5) of the Companies Act 2013 the Directors of yourCompany confirm:
that the applicable Accounting Standards (i.e. Indian Accounting Standards) havebeen followed in the preparation of annual accounts and the corresponding figures for theprevious years have been regrouped/ rearranged accordingly and that there are no materialdepartures;
that such accounting policies have been selected and applied consistently andthe judgments and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company as at 31st March 2019 and of the profit ofyour Company for the year ended on that date;
that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;
that the annual accounts have been prepared on a going concern basis;
that the internal financial controls to be followed by the Company have beenlaid down and such internal financial controls are adequate and were operatingeffectively; and
that proper systems to ensure compliance with the provisions of all applicablelaws have been devised and such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mr. Dev Raj Arya Wholetime Director (DIN: 00057582) of the Company retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers himself for reappointment. The briefresume and other details as required under Securities & Exchange of Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and SecretarialStandards issued by The Institute of Company Secretaries of India (ICSI) are provided inthe Notice of 36th Annual General Meeting of the Company. The Board recommends that Mr.Dev Raj Arya Whole time Director (DIN: 00057582) may be re-appointed at the ensuing AGM.
Necessary resolutions in respect of re-appointment of Mr. Dev Raj Arya Whole timeDirector (DIN: 00057582) have been included in the notice convening the ensuing AGM. Yourdirectors commend his re-appointment.
Declaration by Independent Directors
All the Independent Directors of your Company have made declaration to the Company thatthey meet all the criteria of independence laid down under section 149(6) of CompaniesAct 2013 and regulation 16(1)(b) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
Relationship between Directors Inter-se
Except Mr. Gursharan Singh Chairman & Managing Director and Mrs. Narinder PaulKaur Non-executive Director none of the Directors of the company is related to the otherDirector or to any other employee of the Company.
Familarisation Programme for Independent Directors
Your Company has adopted Familarisation Programmes for Independent Directors' tofamiliarise them with the Company their roles rights responsibilities in the Companynature of the industry in which the Company operates business model of the Company etc.Your Company aims to provide its Independent Directors insight into the Company enablingthem to contribute effectively.
The details of familiarisation programmes may be accessed under the CorporateGovernance section of the website Familiarisation Programme for Independent Directors forthe financial year 2018-19
During the year under review Independent Directors were apprised on an ongoing basisin the various Board/ Committee meetings on macro-economic environment information onbusiness performance operations financial parameters working capital management fundflows update on statutory compliances for Board members etc. Apart from this 2 (two)familiarization programs were conducted in the financial year 2018-19 which were attendedby the Independent Directors. Total number of hours spent by Independent Director in theseprograms was 4 (four) hours.
ADOPTION OF INDIAN ACCOUNTING STANDARDS ("IND AS")
The Company has adopted Indian Accounting Standards ("Ind AS") in the lastfinancial year ended on 31st March 2018 and accordingly these financial statements forthe year ended 31st March 2019 have also been prepared in accordance with the Ind AS asrequired under section 133 of the Companies Act 2013 read with rules made there under.
COMMITTEES OF BOARD
Pursuant to requirement under Companies Act 2013 and Securities & Exchange ofBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors has constituted various Committees of Board such as Audit CommitteeStakeholders Relationship Committee Nomination & Remuneration Committee CorporateSocial Responsibility Committee and Financial Affairs Committee. The details ofcomposition of these Committees are as follows:
The Audit committee of the company comprises of Mr. Rakesh Kapoor Independent Directoras the Chairman and Mr. Anil Sharma Independent Director and Mr. Shashank RameshAnikhindi Independent Director as members. Details in respect of the Audit Committee areprovided in Corporate Governance Report forming part of the Directors' Report. During theyear there was no recommendation of the Audit Committee which was not accepted by theBoard of Directors of the company.
Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the company comprises of Mr. Rakesh KapoorIndependent Director as the Chairman and Mr. Gursharan Singh Chairman & ManagingDirector and Mr. Dev Raj Arya Director & CFO as members. Details in respect of theStakeholder Relationship Committee are provided in Corporate Governance Report formingpart of the Directors' Report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the company comprises of Mr. RakeshKapoor Independent Director as the Chairman and Mr. Anil Sharma Independent DirectorMr. Shashank Ramesh Anikhindi Independent Director and Mr. Gursharan Singh Chairman& Managing Director as other members. Details in respect of the Nomination andRemuneration Committee are provided in Corporate Governance Report forming part of theDirectors' Report.
Corporate Social Committee
The Corporate Social Responsibility Committee of the company comprises of Mr. Raj KumarKapoor Independent Director as the Chairman and Mrs. Narinder Paul Kaur Non-ExecutiveNon-Independent Director and Mr. Dev Raj Arya Whole - time Director & CFO as othermembers. Details in respect of the Corporate Social Committee are provided in CorporateGovernance Report forming part of the Directors' Report.
Financial Affairs Committee
The Financial Affairs Committee of the company comprises of Mr. Rakesh KapoorIndependent Director as the Chairman and Mr. Gursharan Singh Chairman & ManagingDirector and Mr. Dev Raj Arya Director & CFO as members. Details in respect of theFinancial Affairs Committee are provided in Corporate Governance Report forming part ofthe Directors' Report.
The Company Secretary & compliance officer is appointed secretary for all theaforesaid committees.
Number of Meetings of the Board
During the year under review 5 (five) meetings of the Board of Directors were helddetails of which are provided in Corporate Governance Report forming part of theDirectors' Report.
Names of the Companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year
The company has no holding joint ventures or associate companies.
During the year under review RACL Geartech Limited has incorporated its wholly ownedsubsidiary company i.e. RACL Geartech GmbH at Austria. However the company still doesnot have a trade license approval for any business activity consequently it's not activeor not carrying any business activity. Since during the year under review the subsidiarycompany is not active hence consolidation of financials/ accounts for the financial yearended on 31.03.2019 not made Therefore the requirement for separate section containing areport on performance and financial position of subsidiary company is not applicable.
Particulars of Loans Guarantees or Investments
During the year under review Board of Directors of the company at its meeting held on21.05.2018 approved to provide a Loan of Rs. 10000000/- (Rupees One Crore) undersection 186 of the Companies Act 2013 to Lopan Metal Treatment Private Limited to setup anew plant at Gajraula for doing Job Work Heat treatment for RACL which would savetransportation costs and reduce the lead time for the RACL.
Furthermore in the last financial year i.e. 2017-18 company has already givenguarantee/securities under section 186 or other applicable provisions of the CompaniesAct 2013 of following amounts for the suppliers of the company to TATA Capital FinancialServices Limited which were continued in the financial year under review i.e. 2018-19 andthese suppliers are associated with the company for last so many years and they haveundertaken to establish additional Job working facility fully dedicated to RACL GeartechLimited:
For Global Engineering Works Limited for an amount of Rs. 11400000/- (RupeesOne Crore Fourteen Lakh).
For Hariom Engineering Private Limited for an amount of Rs. 2900000/- (RupeesTwenty Nine Lakh).
Diamento Precision Parts Private Limited for an amount of Rs. 4000000/-(Rupees Forty Seven Lakh).
As per the Austrian Law for incorporation of a private limited company in Austria theminimum Authorized share capital requirement is 35000 Euro and minimum paid-up sharecapital requirement is 17500 Euro respectively.
During the year under review Board of Directors of the company at its meeting held on12.11.2018 approved to make an investment of 17500 Euro (approx. Rs. 13.48 Lakh) aspaid-up share capital for incorporation of wholly owned subsidiary i.e. RACL GeartechGmbH in Austria under section 186 or other applicable provisions of the Companies Act2013.
PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and regulation 17 and otherapplicable regulation(s) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out theannual performance evaluation of the Independent Directors on parameters such as skillsknowledge participation in meetings and contribution in field of Management/ Finance /Operation / Strategy etc. and various committee of directors including Audit CommitteeStakeholders Relationship Committee Nomination & Remuneration Committee CorporateSocial Responsibility Committee and Financial Affairs Committee on parameters such asFunctions and Duties Management Relations and Committee Meetings and Procedures etc.
Independent Directors in terms of Companies Act 2013 and regulation 25 and otherapplicable regulation(s) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 carried out performanceevaluation of non-independent directors Chairman of the Board and Board as a whole withrespect to skills knowledge participation in meetings and Strong outlook towardscompliance with Regulations / financial reporting standards etc.
Pursuant to the provisions of the Companies Act 2013 the nomination and remunerationcommittee has carried out the performance evaluation of every Director's (includingExecutive Directors Non-Executive Directors and Independent Directors etc.) on parameterssuch as skills knowledge participation in meetings and contribution in field ofManagement / Finance / Operation / Strategy etc.
The Board of Directors expressed their satisfaction with the evaluation process.
Whistle Blower Policy/ Vigil Mechanism
An "Alert Procedure" has already been functioning to ensure the establishmentof vigil mechanism to provide an avenue to all stakeholders (including employees anddirectors) to report concerns about unethical behaviour actual or suspected fraud orviolation of the RACL's Code of Conduct for Directors and Senior Management Personnel. Thesaid policy is also posted on the website of the Company which may be accessed at theweblink Vigil Mechanism / Whistle Blower Policy
NOMINATION AND REMUNERATION POLICY
In terms of the section 178 and other applicable provision(s) of the Companies Act2013 and Part D of Schedule II and other applicable regulation(s) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 your Company has a Nomination and Remuneration Policy. The aforesaid policy of theCompany on director's appointment and remuneration including criteria for determiningqualifications positive attributes independence of directors and other matters isannexed as "Annexure - A". The salient points of said policy is stated in theCorporate Governance report forming part of the Directors' Report.
Particulars of Employees and Related Disclosures
Details as required under section 197(12) of the Companies Act 2013 read with Rule5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2016 is annexed as"Annexure - B".
A statement showing the names of employees drawing remuneration in excess of the limitsas set out in section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofCompanies (Appointment and Qualifications of Directors) Rules 2014 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2016 is annexed as"Annexure - C".
Extract of Annual Return
Pursuant to Section 134 Section 92 and other applicable provision(s) of the CompaniesAct 2013 read with Rule 12 (1) of the Companies (Management and Administration) Rules2014 an extract of the Annual Return as on 31st March 2019 in Form No. MGT-9 is attachedherewith as "Annexure - D" to this Report and also made available at the websiteof the company at http://www.raclgeartech.com/annual report.html
Conservation of Energy Technology Absorption Foreign Exchange 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 are provided in "Annexure -E" which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The Board of Directors of your company has laid down and implemented a Policy onCorporate Social Responsibility which may be accessed on the Company's website at thelink Corporate Social Responsibility Policy (CSR Policy')
As required under the Companies (Corporate Social Responsibility Policy) Rules 2014 orother applicable provisions of the Companies Act 2013 details of CSR Committee andinitiatives/activities taken by the company during the year are provided in the AnnualReport on CSR as annexed "Annexure - F" and forms integral part of this Report.
AUDITOR'S AND AUDITOR'S REPORT Statutory Auditors
At the 34th Annual General Meeting of the Company held on 28th September 2017pursuant to the provisions of the Companies Act 2013 and rules made there underGianender & Associates Chartered Accountants [Firm Registration No. 004661N] wasappointed as Statutory Auditors of the Company to hold office for a period of 3 (Three)years from the conclusion of this 34th Annual General Meeting (AGM) until the conclusionof the 37th AGM to be held in the year 2020 subject to ratification of their appointmentby the members of the company at every AGM at such remuneration and out of pocketexpenses as may be decided by the Board of Directors of the Company.
The Statutory Auditors' Report of Gianender & Associates Chartered Accountants onthe Financial Statements of the company for the financial year 2018-19 is a part of theAnnual Report. The Report does not contain any qualification reservation adverse remarkor disclaimer. The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
As per section 204 and other applicable provisions of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany appointed K. K. Malhotra & Company Company Secretaries as SecretarialAuditor of the Company for the financial year 2018-19.
The Secretarial Audit Report for the financial year 2018-19 is annexed as"Annexure - G" and the Report does not contain any qualification reservationadverse remark or disclaimer.
Pursuant to provisions of Section 138 of the Companies Act 2013 the Board ofDirectors of your company appointed Protiviti India Member Private Limited [CIN:U93000HR2009PTC057389] as Internal Auditors of the Company for a period of 2 (Two)financial years i.e. 2017-18 & 2018-19. Furthermore during the year under reviewBoard of Directors of your company at its meeting held on 12th February 2019 re-appointedProtiviti India Member Private Limited as Internal Auditors of the Company for a Period of3 (Three) financial years commencing from 01.04.2019 to 31.03.2022.
The Internal Auditors of the company provided their reports to the Audit Committee andBoard of Directors on quarterly basis.
Pursuant to Companies (Cost Records and Audit) Amendment Rules 2014 notified by theMinistry of Corporate Affairs (MCA) on 31st December 2014 the Company was notmandatorily required to get its Cost Records for the financial year 2018 - 19 audited interms of provisions of Section 148 of the Companies Act 2013 and maintenance of costrecords as specified by the Central Government under sub-section (1) of section 148 of theCompanies Act 2013 was also not required to be maintained by the Company.
RELATED PARTY TRANSACTIONS
In terms of Regulation 23 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Board of Directors of yourCompany has approved Related Party Transactions Policy on dealing with Related PartyTransactions. The policy may be accessed at the web-link Related Party Transaction Policy
All related party transactions as per the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 during the financial year wereon arm's length basis and were in the ordinary course of business. During the year therewere no material related party transactions made by the Company which could be consideredmaterial in accordance with Related Party Transactions Policy of the Company.
Suitable disclosures as required by the applicable accounting standards has been madein the notes to accounts of Financial Statements for financial year 2018-19. Particularsof contracts or arrangements with related party referred to in section 188 or otherapplicable provisions of the Companies Act 2013 is annexed as "Annexure - H".
The Board of Directors of your Company has laid down a Risk Management Policy for theCompany which provides a risk and controls matrix with identification of risks inherentto the business corporate governance functions and sources of these risks theirpossible consequences and control measures to help manage them.
Every unit and function is required to deploy the control measures and ensure timelyreporting.
In the opinion of the Board none of the mentioned risks threaten the existence of theCompany.
INTERNAL FINANCIAL CONTROL
The Board of Directors of your Company is satisfied with the Internal Financial Controlprocess w.r.t. financial Statement or others. Internal control environment of the Companyis reliable with well documented framework to mitigate risks. A detailed analysis isprovided in the Management Discussion and Analysis Report.
The Company is committed to maintain and adhere to the highest standards of CorporateGovernance practices.
Pursuant to regulation 34 read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 Reports onManagement Discussion and Analysis and on Corporate Governance have been includedelsewhere in this Report as separate sections. A certificate from Mr. K. K. MalhotraPracticing Company Secretary (Proprietor K. K. Malhotra & Company CompanySecretaries) regarding compliance of conditions of Corporate Governance as stipulated inregulation 34 read with Schedule V or other applicable provisions of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 has also been included in the Annual Report.
ENVIRONMENT HEALTH AND SAFETY
The absolute respect of Environment Health and Safety (EHS) is on the top priority ofRACL Geartech Limited.
RACL Geartech Limited gives importance to safety health and well-being of itsemployees and all the people working for the Company. Your Company is working hard toreduce the number of accidents to Zero. The Company encourages and ensures not only itsemployees but also its subcontractors working on Company's plants as well as its suppliersfor complying with occupational health and safety measures.
Personnel relations with all employees remained cordial and harmonious throughout theyear. Your Directors wish to place on record their appreciations for the continuedsincere and devoted services rendered by all the employees of the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in the Annual Report there have been no material changesand commitments which can affect the financial position of the Company between the end offinancial year i.e. 31st March 2019 and the date of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an anti-sexual harassment policy (i.e. Prevention of SexualHarassment at Workplace) and Internal Committee in line with the requirement of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Internal Committee has been set up to redress complaints received regarding sexualharassment. All employees (Permanent contractual temporary and trainees) are coveredunder the aforesaid policy.
Pursuant to regulation 34 read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 requireddisclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 are provided in the Corporate Governance Report.
During the year under review your Directors state that the disclosure or reporting isrequired in respect of the following items:
1. During the year under review Company has not accepted any deposits covered underChapter V of the Companies Act 2013.
2. There is no change in the nature of business of the Company.
3. Company has not issued equity shares with differential rights as to dividend votingor otherwise.
4. Company has not issued any shares with differential rights sweat equity sharesESOS etc. to employees of the Company or to others under any scheme.
5. Company has no joint ventures or associate companies which have become or ceasedduring the year.
6. No significant or material orders were passed by the Regulators or Courts orTribunals or others which impact the going concern status and Company's operations infuture.
7. Aggregate amount borrowed (as an exempted deposits) by the company from itsdirectors as on 31.03.2019 is Rs. 30 Lakh i.e. Rs. 22 Lakh from Mr. Gursharan SinghChairman & Managing Director and Rs. 8 lakh from Mrs. Narinder Paul KaurNon-executive Non-independent director of the company.
8. Unclaimed Shares: As on 31st March 2019 the Company does not have any unclaimedshares.
9. The annual listing fee for the year under review has been paid to stock exchangei.e. BSE Limited Mumbai where your company's shares are listed.
The Financial Results of the company can be accessed at the company's website FinancialResults
10. During the year under review there was no fraud in the company which was reportableto the Central Government and there was no fraud reported by the Auditors to the companyunder sub-section (12) of section 143 or other applicable provisions of the Companies Act2013.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks Government authorities customers vendors andmembers during the year under review. Your
Directors also wish to place on record their deep sense of appreciation for thecommitted services by the Company's executives staff and workers.
| ||For and on behalf of the Board |
| ||For RACL Geartech Limited |
| ||Sd/- |
|Place: Noida ||Gursharan Singh |
|Date: 09th August 2019 ||Chairman and Managing Director |
| ||DIN:00057602 |
|Regd. Office: 15th Floor Eros Corporate Tower Nehru Place New Delhi-110019 INDIA || |
|Ph.: +91-11-66155129 || |
|e-Mail - email@example.com || |