Your Directors hereby present the Twenty Fifth Annual Report together with theAudited Accounts of the company for the financial year ended 31st March 2019.
Financial Summary or Highlights/Performance of the Company:
The financial highlights for the current year in comparison to the previous year are asunder:
(Rupees in Lakhs)
|PARTICULARS ||Current Year ||Previous Year |
| ||(2018-19) ||(2017-18) |
|Revenue from Operations ||1069.60 ||1206.58 |
|Other Income ||- ||- |
|Total Revenue ||1069.60 ||1206.58 |
|Profit before Finance Charges Tax Expenses || || |
|Exceptional items and Depreciation ||206.06 ||219.67 |
|Less : Depreciation ||3.96 ||5.19 |
|Profit before Finance Charges Tax Expenses Exceptional items ||202.10 ||214.48 |
|Less : Finance Charges ||28.73 ||41.77 |
|Profit before Tax Expenses and Exceptional items ||173.37 ||172.71 |
|Add : Exceptional Items ||- ||- |
|Profit before Tax ||173.37 ||172.71 |
|Provision for Tax ||48.77 ||46.48 |
|Profit after Tax ||124.60 ||126.22 |
|Total Comprehensive Income ||124.60 ||126.22 |
|Less: Transfer to Reserves ||- ||- |
|Balance ||124.60 ||126.22 |
|Balance of profit of earlier years ||572.99 ||567.17 |
|Less : Dividend Paid on Equity Shares ||100.04 ||100.04 |
|Dividend Distribution Tax ||20.56 ||20.36 |
|Balance Carried Forward ||576.98 ||572.99 |
In the Financial Year 2018-19 owing to market conditions and other factors yourCompany has made a revenue of Rs.1069.60Lacs in the current financial year as compared toRs.1206.58 Lacs for the previous financial year. Your Company has posted net profit aftertax of Rs.124.60 Lacs in the current year as compared to Rs. 126.22 Lacs in the previousfinancial year.
Your Directors are continuously planning for higher revenues by exploring westernmarkets through local tie-ups which has a huge market for the products of the Company andare confident of increasing the top line and bottom line with sustainable growth in the inthe years to come.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business during the FY 2018-19
The Board recommends Final Dividend of Rs.1/- per share (10% on face value of Rs.10/-each) for the financial year 2018-19.
TRANSFER TO RESERVES:
Your Company has not transferred any amount to reserves during the financial year.
The Credit Rating of the company were reaffirmed during the year by ICRA Limited asfollows.
|S.No ||Instrument ||Rating Action |
|1 ||Long term - Fund based/CC ||[ICRA]BB(Stable); Reaffirmed |
|2 ||Short-Term - Non fund based ||[ICRA]A4; Reaffirmed |
|3 ||Long term/Short term ||[ICRA]BB (Stable)/[ICRA]A4 |
|4 ||Unallocated Limits ||Reaffirmed |
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
Till date the Company does not have any Subsidiaries Associates or Joint Ventures.
The shareholders in their meeting held on 20th September 2014 approvedappointment of M/s. Chevuturi Associates Chartered Accountants Vijayawada as theStatutory Auditors of the Company to hold office till the conclusion of 25thAnnual General Meeting subject to ratification. Accordingly the term of M/s ChevuturiAssociates shall be expired after the conclusion of this AGM.
The Board of Directors at its meeting held on 13th August 2019 afterconsidering the recommendations of the Audit Committee had recommended the appointment ofM/s. K.S.Rao & Co Chartered Accountants (Firm Registration No.003109S) as theStatutory Auditors of the Company for a term of five years and further M/s. K.S.Rao &Co Chartered Accountants have consented to the aforesaid appointment and confirmed thattheir appointment if made will be within the limits specified under Section 141(3)(g) ofthe Companies Act 2013 They have further confirmed that they are not disqualified to beappointed as the Statutory Auditors in terms of the Companies Act. 2013 and the rules madethereunder.
Hence the agenda for appointment of Statutory Auditor has been proposed in the notice4 of this Annual General Meeting.
The Independent Auditors report given by M/s. Chevuturi Associates CharteredAccountants Statutory Auditors of the Company on Financial Statements of the Company doesnot contain any qualification reservation or adverse remark.
Internal Auditors of our Company M/s. Brahmayya & Co Chartered Accountants haveresigned from the office w.e.f 28.06.2019 and the Board of Directors based on therecommendation of the Audit Committee have appointed Sri. Papolu Anjaneyulu CharteredAccountants as internal Auditors of the Company and the Internal auditors are submittingtheir reports on quarterly basis.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. P.S.Rao &
Associates a firm of Company Secretaries in Practice to undertake the SecretarialAudit of the Company.
The Secretarial Audit Report is annexed herewith as "Annexure I" tothis report.
MAINTENANCE OF COST RECORDS:
Company is not required to maintain cost records as specified by the Central Governmentunder subsection (1) of section 148 of the Companies Act 2013
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR:
Smt. G Parvathi retires by rotation and being eligible offers herself forre-appointment at the 25th Annual General Meeting (AGM) of the Companyscheduled to be held on 19th September 2019.
The Nomination and Remuneration Committee on the basis of performance evaluation ofIndependent Directors and taking into account the external business environment thebusiness knowledge experience and the contribution made by Sri. M Kiran Phani Varmaduring his tenure has recommended to the Board that continued association of Sri. M KiranPhani Varma as Independent Director of the Company for the second term would be beneficialto the Company. Based on the above and the performance evaluation of Independent Directorthe Board recommends re-appointment of Sri. M Kiran Phani Varma.
Except for the above there has been no changes in the office of directors or keymanagerial personnel during the year.
During the year four meetings of Board of Directors were held as more particularlydisclosed in the attached report of Corporate Governance. The intervening gap between anytwo meetings was within the prescribed period.
The Number and dates of meeting held by the Board and its Committees attendance ofDirectors is given separately in Corporate Governance Report in terms of Section134(3)(b)of the Companies Act 2013.
As mandated under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual performance evaluation of theDirectors individually vis--vis the Board and its committees have been carried out. Themanner of such evaluation has been disclosed in the Corporate Governance Report.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under theCompanies Act 2013.
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Company has not given any loans or made any investments or provided any guaranteecovered under the provisions of Section 186 of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of thecompany occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them
(i) that in the preparation of Annual Accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with the properexplanation relating to material departures if any there from;
(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 that period:
(iii) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities
(iv) that the directors have prepared the annual accounts on a going concern basis.
(v) The Directors had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingefficiently.
(vi) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and Operating effectively.
All policies which were required to be disclosed along with Board Report are mentionedseparately after Corporate Governance Section of the report.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the group. The details of the Policy are explained in theCorporate Governance Report and also posted on the website of the Companywww.radixindustries.in
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDINGIDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THE OPINION OF THE BOARD MAYTHREATEN THE EXISTENCE OF THE COMPANY:
The Company has risk management mechanism in place which mitigates the risk atappropriate situations and there are no elements of risk which in the opinion of Board ofDirectors may threaten the existence of the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no contracts or arrangements with related parties as specified in section188 of the Act during the financial year 2018-19
ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details regarding Energy Conservation Technology Absorption Foreign ExchangeEarnings and Outgo as required by section 134(3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are given as "Annexure - II" andforms part of this report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the Extract of the Annual Return in Form No. MGT-9 isannexed herewith as
"Annexure - III" to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to the provisions of Schedule V to SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 a report on Management Discussion & Analysis isherewith annexed as "Annexure IV" to this report.
Your Company's shares are presently listed on The BSE Limited Mumbai and the listingfees for F.Y 2019-20 is paid.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and ShareholdersGrievance Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgments safeguarding the interest of theCompany and its minority shareholders etc.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal controlsystems comprising of policies and procedures designed to ensure reliability of financialreporting timely feedback on achievement of operational and strategic goals compliancewith policies procedure applicable laws and regulations and that all assets andresources acquired are used economically.
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is herewith annexed as "Annexure V" to this report.
The Company has implemented the procedures and adopted practices in conformity with theCode of Corporate Governance under SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015. A separate report on Corporate Governance is annexed as "Annexure-VI"herewith as a part of the Annual Report along with the certificate on its compliance.
DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BYTHE COMPANY:
The Company does not meet the Criteria as specified in Section 135 of the CompaniesAct 2013 regarding Corporate Social Responsibility.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition&Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the Calendar year:
No. of complaints received : Nil
No. of complaints disposed off : Nil
Your Directors express their sincere appreciation to the customers members dealersemployees bankers State and Central Government Stock Exchanges and all stakeholders fortheir co-operation and confidence reposed in the Company.
| ||BY THE ORDER OF THE BOARD |
| ||For Radix Industries (India) Limited |
| ||Sd/- |
| ||G. Raghu Rama Raju |
|Place: Tanuku ||Chairman & Managing Director |
|Date : 13.08.2019 ||(DIN: 00453895) |