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Directors Report of Ratnamani Metals & Tubes Ltd.
Mar 31, 2025
Your directors are pleased to present the 41st Annual Report along with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended on March 31,2025:
1. FINANCIAL RESULTS AT A GLANCE
|
('' in Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from Operations |
4,876.14 |
4,806.77 |
5,186.47 |
5,059.10 |
|
Other Income |
83.31 |
46.49 |
59.62 |
73.21 |
|
Total Income |
4,959.45 |
4,853.26 |
5,246.09 |
5,132.31 |
|
Profit before Tax |
778.11 |
809.75 |
737.99 |
827.67 |
|
Less: Income tax expenses |
200.10 |
201.15 |
196.42 |
202.57 |
|
Profit After Tax |
578.01 |
608.60 |
541.57 |
625.10 |
2. OPERATIONAL REVIEW/STATE OF THE COMPANY''S AFFAIRS
During the year under review, Revenue from Operations of the Company moderately grew by 1.44% at '' 4,876.14 Crores compared to '' 4,806.77 Crores of the previous year, on standalone basis and by 2.52% at '' 5,186.47 Crores compared to '' 5,059.10 Crores of the previous year, on consolidated basis.
The total income on Standalone basis for the Financial Year 2024-25 was moderately grew by 2.19% at '' 4,959.45 Crores compared to the total income of '' 4,853.26 Crores of the previous year and total income on consolidated basis for the Financial Year 2024-25 was grew by 2.27% at '' 5,246.09 Crores compared to the total income of '' 5,132.31 Crores of the previous year; the profit after tax on the standalone basis for the year was at '' 578.01 Crores compared to '' 608.60 of the previous year and profit after tax on the consolidated basis for the year was '' 541.57 compared to '' 625.10 Crores of the previous year.
During the year under review, the Company generated net cash from operating activities of '' 520.99 Crores compared to '' 489.46 Crores. The basic Earning Per Share of the Company during the Financial Year was '' 82.46 per share as compared to '' 86.83 per share.
There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.
3. DIVIDEND
Your directors are pleased to recommend a dividend of '' 14.00 (previous year '' 14.00) per Equity Share on 7,00,92,000 Equity Shares having face value of '' 2.00 each
for the Financial Year ended on March 31,2025, for approval of the Shareholders of the Company at the ensuing Annual General Meeting. The dividend would be paid out of the profits for the year and the total dividend outgo, if approved, will be '' 98.13 Crores (previous year '' 98.13 Crores).
The dividend on Equity Shares is subject to approval of the Shareholders of the Company at the 41st Annual General Meeting scheduled to be held on Tuesday, September 9, 2025.
As per the Income Tax Act, 1961, the Dividend is taxable in the hands of the Shareholders at the applicable tax rates of the respective Shareholders and the Company is required to deduct tax at source from dividend paid to the Shareholders at prescribed rates as per the Income Tax Act, 1961.
The dividend payout is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), is available at the web link: https://www. ratnamani.com/download/Code and Policy/Divident Distribution Policy.pdf.
The Record date for the purpose of payment of the dividend and the 41st AGM for the Financial Year ended on March 31, 2025, is Tuesday, September 2, 2025.
4. TRANSFER TO RESERVES
The Board of Directors doesn''t propose to transfer any amount to any reserves, for the year under review.
5. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31,2025 was '' 1,401.84 Lakhs divided into 7,00,92,000 Equity Shares of face value of '' 2.00 each.
During the year under review, the Authorised Capital of the Company remained unchanged at '' 1,800.00 Lakhs divided into 9,00,00,000 Equity Shares of face value of '' 2.00 each.
6. BORROWINGS
Your Company continues to be a debt free Company. The Company has Nil outstanding long-term borrowings (previous year Nil) as on March 31,2025. In addition to above, the outstanding current borrowings (including long-term borrowings maturing within one year) is Nil (previous year '' 4,523.97 Lakhs) as on March 31,2025.
7. FIXED DEPOSITS
During the year under review, your Company has not accepted any deposit from the Shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) DIRECTORS:
a) Directors retiring by rotation:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Jayanti M. Sanghvi, Joint Managing Director of the Company, retires by rotation at the ensuing 41st Annual General Meeting and being eligible offers himself for re-appointment.
b) Independent Directors:
In the Financial Year 2024-25, Smt. Nidhi G. Gadhecha completed her second consecutive term of five years each on August 8, 2024. The Board of Directors places on record its deep appreciation for the wisdom, knowledge, valuable advice, inputs, contribution and guidance provided by her, during her tenure as Non-Executive Independent Woman Director.
The Nomination and Remuneration Committee (NRC) had previously decided that the candidate for independent directorship should have vast domain knowledge, qualification and experience in production, procurement, supply chain management, sales, marketing, financial, accountancy, audit, strategic leadership thinking, have natural flair for good corporate governance
practices, risk management and compliances, information technology, data analytics etc. with a proven track record of integrity, competence and leadership.
Based on the recommendations of the NRC and approval of the Board, Smt. Sangeetha Chhajed was appointed as Non-Executive Independent Woman Director of the Company for a period of five years commencing from July 18, 2024 through July 17, 2029. The aforesaid appointment was approved by the Shareholders of the Company by way of Special Resolution at the 40th Annual General Meeting held on August 27, 2024.
Likewise, based on the recommendations of the NRC, your directors had proposed the appointment of Shri Rajendra Shantilal Shah as Non-Executive Independent Director of the Company for a period of five years commencing from September 11, 2024 through September 10, 2029 and the Shareholders of the Company approved the appointment at the 40th Annual General Meeting held on August 27, 2024, by way of Special Resolution.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Regulation 25(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence. Based on the declarations received from the ID''s, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and that they are independent of the management.
I n the opinion of the Board, there has been no change in the circumstances, which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150 of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors
of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
c) Executive Directors:
Shri Prakash M. Sanghvi, Chairman and Managing Director, Shri Jayanti M. Sanghvi, Joint Managing Director and Shri Shanti M. Sanghvi, Whole Time Director had been re-appointed for a period of five years from November 1, 2023, through October 31,2028.
Based on the recommendations of the NRC, your directors had proposed the appointments of Shri Manoj P. Sanghvi as Whole Time Director and Chief Executive Officer and Shri Prashant J. Sanghvi as Whole Time Director for a period of five years commencing from September 11, 2024 through September 10, 2029 and the Shareholders of the Company approved the appointments at the 40th Annual General Meeting held on August 27, 2024, by way of Special Resolution.
d) Performance Evaluation of Directors:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The way, the evaluation has been carried out has been explained in the Corporate Governance Report.
e) Payment of commission to the NonExecutive Directors:
Your Company pays commission to the NonExecutive Directors (including Independent Directors) to the extent not exceeding 0.50% of the net profits of the Company for a Financial Year calculated as provided under the Companies Act, 2013 and rules made thereunder. The details of the payment to them are given in the Corporate Governance Report.
f) Remuneration Policy:
The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.
The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the remuneration paid to
the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company at the web link: https:// www.ratnamani.com/download/Code and Policy/NRC Policy.pdf. The highlights of the Remuneration Policy and other details are given in the Corporate Governance Report, which is forming part of Board''s Report.
g) The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: https://ratnamani. com/download/Investor info/Familiarization Programme of Independent Director.pdf.
h) The Company has undertaken Directors and Officers insurance for all the Directors of the Company pursuant to Regulation 25 (10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
B) KEY MANAGERIAL PERSONNEL:
The following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the Rules framed thereunder.
1. Shri Prakash M. Sanghvi, Managing Director
2. Shri Jayanti M. Sanghvi, Joint Managing Director
3. Shri Shanti M. Sanghvi, Whole Time Director
4. Shri Manoj P. Sanghvi, Whole Time Director & Chief Executive Officer (appointed w.e.f. September 11, 2024)
5. Shri Prashant J. Sanghvi, Whole Time Director (appointed w.e.f. September 11,2024)
6. Shri Vimal Katta, Executive Director (Finance) & Chief Financial Officer
7. Shri Anil Maloo, Company Secretary & Compliance Officer
In terms of Regulation 6 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has appointed Shri Anil Maloo, Company Secretary and Legal Head as the Compliance Officer of the Company.
Except as stated above, there is no change in the Key Managerial Personnel during the year under review.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost,
and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the Independent Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during Financial Year 2024-25.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profits of the Company for the financial year ended on March 31, 2025.
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the Directors had prepared the Annual Accounts on a ''going concern'' basis.
e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. BOARD MEETINGS
The Board of Directors met 5 times during the F.Y. 2024-25 and having a gap of not more than 120 days between 2 consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are given in the Corporate Governance Report, which is forming part of this Report.
12. AUDIT COMMITTEE
As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee is given in the Corporate Governance Report. As at March 31, 2025, Shri Dhinal A. Shah is the Chairman of the Committee and Shri Sushil Solanki, Shri Jayanti M. Sanghvi and Smt. Sangeetha Chhajed are the Members of the Committee.
During the year under review, the Board had accepted all the recommendations of the Audit Committee.
13. INDEPENDENT AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (ICAI Firm Registration No. 104744W) Independent Auditors of the Company shall hold office till conclusion of the 44th Annual General Meeting to be held in the calendar year 2028.
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
14. COST AUDITORS
In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.
Your directors have, based on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, as the Cost Auditors of the Company to audit the Cost accounts for the Financial Year 2025-26 at a revised remuneration of '' 2,00,000/- plus taxes as applicable and out of pocket expenses subject to ratification of the remuneration by the Shareholders in ensuing 41st Annual General Meeting. Accordingly, a resolution seeking Shareholders'' ratification for the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, is included in the Notice convening the 41st Annual General Meeting. The Board of Directors recommends passing of the resolution by way of Ordinary Resolution.
Your Company has received consent from M/s. N. D. Birla & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the Financial Year 2025-26 along with a certificate confirming their independence and arm''s length relationship.
15. SECRETARIAL AUDITORS
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, is required to appoint the Secretarial Auditors of the Company to conduct an audit of the secretarial records of the Company. Pursuant to Regulation 24A(1)(a) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (the Listing Regulations), the Company is required to undertake Secretarial Audit by a Secretarial Auditor, who shall be a Peer Reviewed Company Secretary and annex the Secretarial Audit Report, with the annual report of the Company.
Pursuant to the amended Regulation 24A(1)(b) read with (1C) of the Listing Regulations, w.e.f. April 1,2025, the Company on the recommendation of the Board of Directors shall appoint Secretarial Auditor for not more than one term of
five consecutive years, if the Auditor is an individual, with the approval of its Shareholders in its Annual General Meeting.
Pursuant to the consent received, the Board of Directors appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditors of the Company to conduct an audit of the secretarial records, for five consecutive years commencing from April 1, 2025 through March 31, 2030 that is from Financial Year 2025-26 to Financial year 2029-30, and recommended for approval of the Shareholders in ensuing 41st Annual General Meeting. Accordingly, a resolution seeking Shareholders'' approval for appointment of M/s. M. C. Gupta & Co., Company Secretaries in practice is included in the Notice convening the 41st Annual General Meeting. The Board of Directors recommend passing of the resolution by way of Ordinary Resolution.
The Independent Auditors, Cost Auditors and Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).
16. SECRETARIAL STANDARDS
The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of the Company Secretaries of India and such systems are adequate and operating effectively.
17. CREDIT RATING
The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. During the year under review, CRISIL Ratings Limited has re-affirmed "AA/positive" rating with an upward revision in outlook for the Company''s long-term bank borrowings and re-affirmed "A1 " for its short-term bank borrowings.
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Company''s Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the fast changing business requirements.
All the Departmental Heads/Functional Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure
that internal controls over all the key business processes under their respective department/functions are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Independent Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
19. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy and technology absorption
Information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-âA" which is forming part of this report.
The Company has installed windmills and Solar Power Panels at various places for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth.
Foreign Exchange Earnings and Outgo
The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned in Annexure-"A"
20. RISK MANAGEMENT
Your company has an elaborate Risk Management procedure covering various Risks including Business, Operational, Financial, Sectoral, Market, Regulatory and Compliance, Sustainability, Human Resources, Information and Cyber Security and Strategic Risks and its Assessment, measurement and mitigation processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors.
Your Company has a Risk Management Committee in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key risks and mitigating actions are being placed before the Committee and the Board of Directors of the Company. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.
21. SUBSIDIARIES, THEIR PERFORMANCE AND CONSOLIDATED FINANCIAL STATEMENTS
(a) Ravi Technoforge Private Limited, Rajkot:
As reported in earlier Board''s Report, your Company had acquired 53% Equity Shares in Ravi Technoforge Private Limited, Rajkot, (RTL) on October 28, 2022 for '' 97.88 Crores. The 1st Tranche of 53.00% stake acquisition consists of 26% of the issued, subscribed and paid-up share capital through share subscription in RTL under the preferential allotment and 27% of the issued, subscribed and paid-up share capital in RTL
(post dilution) through purchase from the existing shareholders.
During the year under review, your Company acquired additional 27.02% stake in RTL on August 31, 2024 by acquiring 41,22,000 Equity Shares of '' 10.00 each at a price of '' 81.00 per share (including premium of '' 71.00 per share) aggregating to '' 33.39 Crores from the existing Shareholders of Ravi Technoforge Private Limited, under 2nd Tranche.
Consequent upon the above acquisition of second tranche, the Company now holds 1,22,08,050 Equity Shares of '' 10.00 each in RTL resulting to increase in its shareholding from 53.00% to 80.02% of the total equity share capital consisting of 1,52,56,716 Equity Shares of '' 10.00 each of Ravi Technoforge Private Limited.
As per the Agreement, the 3rd Tranche of 19.98% shall be completed not later than July 31,2027, however, the acquisition of the 3rd Tranche shall be subject to certain options as may be opted by the existing shareholders of the RTL during that time.
RTL is engaged into manufacturing of high precision forged and turned bearing rings, gear blanks and other similar bearing components having ultimate end use across diverse industrial and mobility applications.
During the Financial Year 2024-25, Ravi Technoforge Private Limited has achieved Revenue from Operations of '' 284.09 Crores compared to '' 254.97 Crores in the previous year and Total Income of '' 287.62 Crores compared to '' 257.89 Crores in the previous year.
The Total Income for the Financial Year 2024-25 was higher by 11.53% as compared to the previous Financial Year 2023-24. The Profit After Tax during the year under review was higher by 49.58% at '' 10.07 Crores as compared to the previous year of '' 6.73 Crores.
(b) Ratnamani Finow Spooling Solutions Private Limited, Ahmedabad
As reported in earlier Board''s Report, a joint venture agreement between Ratnamani Metals and Tubes Limited (RMTL) and Technoenergy AG, Switzerland (TEAG) (herein after called as JV partners) was entered into on September 22, 2023 to form a joint venture Company namely Ratnamani Finow Spooling Solutions Private Limited in India, a subsidiary Company. The said subsidiary company was incorporated on September 27, 2023 with Authorised Capital of '' 360.00 Lakhs and initial paid up capital '' 270.00 Lakhs, the Shareholding is in the ratio of 51% to be held by RMTL and 49% to be held by TEAG, thereby the Company has subscribed 13,77,000 Equity Shares of '' 10.00 each. Any further issuance shall be brought in by the JV Partners, in their respective ratio of shareholding. RMTL reserves right to increase its shareholding upto 60% of the paid-up capital in the Company on fully diluted basis upon incurring any major capex in future. The purpose of the Joint Venture subsidiary Company is for providing pipe spooling solutions, fittings and auxiliary support systems for piping and tubing applications.
Through this JV, RMTL proposes to wider its product basket by providing comprehensive piping and spooling solutions in India and across the globe to the end consumers. Your Company possesses necessary infrastructure and strong reputation in the market to complement and supplement TEAG (and its group companies) for providing spooling solutions considering the focus for localization in various critical sectors.
FINOW GmBH a Subsidiary of TEAG based out of Germany, is operating in this segment since decades and possess strong technical expertise in manufacturing of the various types of high precision pipe spools, fittings, hanger support systems and auxiliary piping & tubing support solutions for power plants, chemical plants, oil & gas industries, water management and other industrial applications.
RMTL is assisting the subsidiary company by providing necessary support for setting up the manufacturing facility in Gujarat along with general management and administration of the company. While TEAG shall provide necessary technical expertise and know-how to the joint venture subsidiary company.
During the year under review, Ratnamani Finow Spooling Solutions Private Limited achieved Revenue from Operations of '' 55.61 Crores, Total Income at '' 56.12 Crores and Total Expenses stood at '' 64.22 Crores and the Net Loss was at '' 6.71 Crores.
The subsidiary company is at a very early stage of operations and the production / manufacturing facilities are being built up. The management of subsidiary company is hopeful of achieving good turnover and profitability going forward in the coming years. The net worth of the Company as at March 31, 2025 has been negative at '' 5.57 Crores, primarily due to higher fixed expenses in the initial period of incorporation. With the operations being full-fledged and the order book in hand, sales will be significantly higher than current year and accordingly, the negative net worth is expected to be reversed and become positive in next year. The Subsidiary Company is financially stable and is a going concern since, it has enough resources to meet its financial obligation and would be able to continue its business operations in foreseeable future.
(c) Ratnamani Inc, USA:
The Company has one Wholly Owned Subsidiary in the State of Texas, USA in the name "Ratnamani Inc." for the purpose of marketing its products.
During the year 2024-25, Ratnamani Inc. achieved Revenue from Operations of USD 2,56,202 compared to USD 2,09,362 in the previous year. The Profit after Tax was USD 19,230 compared to USD 11,920 in the previous year.
Corporate Overview
Statutory Reports
METALS & TUBES LTD.
Financial Statements
each subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report at Annexure-âB".
Your directors have pleasure in attaching the Consolidated Financial Statements for the Financial Year ended on March 31, 2025 pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards ("Ind AS") and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiary Company, as approved by their respective Board of Directors.
In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and Financial Statements of the subsidiary companies are available on our website and the same can be accessed at the web link: http://www.ratnamani.com/investors relations.html.
Except as stated above, there is no other Company, which has become or ceased to be subsidiary, joint venture or associate company, of the Company. There has been no material change in the nature of the business of the subsidiaries.
Your Company does not have any material subsidiary Company. The policy for determining material subsidiary(ies) of the Company has been provided at the website of the Company at https://ratnamani. com/download/Code and Policy/Policy Of Determination Of Material Subsidiaries And Its Governance.pdf
Joint Venture cum Shareholders Agreement with Saudi Electric Supply Company Limited, Kingdom of Saudi Arabia, a Tamimi Group Company:
Your Company entered into Joint Venture cum Shareholders Agreement with Saudi Electric Supply Company Limited (SESCO), Kingdom of Saudi Arabia, a Tamimi Group Company on April 10, 2025, to form a Joint Venture Company ("JV Company") at Dammam or any place in the Kingdom of Saudi Arabia, which shall be a subsidiary Company and shall set up a manufacturing facility of seamless products. The shareholdings of the proposed JV Company upon incorporation shall be 75% with your Company and 25% of the equity shareholding shall be with SESCO.
The purpose of the proposed JV Company is to provide the critical tubing solutions to the consumers in the Kingdom of Saudi Arabia (KSA) / Gulf Co-operation Council (GCC) Countries and even to the rest of the world on opportunities basis. The JV shall fulfil the
(d) Ratnamani Middle East Pipes Trading LLC OPC, Abu Dhabi, UAE
As reported in earlier Board''s Report, your Company had incorporated a wholly owned subsidiary company namely Ratnamani Middle East Pipes Trading LLC OPC on April 16, 2024 at Abu Dhabi in United Arab Emirates, for marketing of the Company''s products. Your Company has subscribed 100% of the paid-up Share Capital of Emirati Dirhams 50,000 divided into 100 shares of 500 Emirati Dirhams each.
During the period under review, Ratnamani Middle East Pipes Trading LLC OPC achieved Revenue from Operations of AED 1,47,736, and Toal Expenses stood at AED 1,40,701 and the Net profit stood at AED 7035.
(e) Ratnamani Trade EU AG, Switzerland
As reported in earlier Board''s Report, your Company had entered into a Joint Venture / Shareholders Agreement executed with Technoenergy AG, Switzerland and Mr. Andrey Merzlyakov and received on December 19, 2023 to form a Company namely Ratnamani Trade EU AG in Lucerne, Switzerland. Your Company, on December 18, 2024, subscribed to 60% shares in the Company by subscribing 60,000 Shares of EURO 10 each, during the year under review.
The purpose of joint venture subsidiary company is to promote and distribute your Company''s Stainless-Steel Products in the European market. The Joint Venture subsidiary Company shall be the exclusive trading house to import and distribute various categories of stainless-steel products in Europe, which are manufactured by RMTL under its brand. It would help your Company to develop its local presence, branding, superior servicing to European customers and also to meet the faster delivery commitments by maintaining the stock of its key products.
Technoenergy AG has professional sales team having long experience in selling stainless steel tubes and pipes in Europe. They shall provide local support in day-to-day operations and handling of the products imported from RMTL-India, sales, marketing and promotion of the products.
During the period under review, Ratnamani Trade EU AG achieved Revenue from Operations of EURO 26,36,216 and Total Expenses stood at EURO 31,18,652 and the Net loss stood at EURO 4,82,436.
The Board of Directors periodically reviews the performance of the subsidiary companies. Details of the same is enumerated in the Corporate Governance Report, which is forming part of this report.
I n accordance with Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of the Annual Report. Further, the report on the performance and financial position of
objective of manufacturing seamless products locally, which are presently being imported by the consumers of KSA / GCC. It would help the Company to develop its local presence, branding and superior servicing to KSA / GCC Customers.
SESCO is engaged in the business of providing comprehensive supply chain solutions to the large process industries in Oil & Gas, Petrochemicals, other heavy industries and large construction & infrastructure segment. SESCO is based out in Saudi Arabia and shall provide all the support from all its sister companies within the Tamimi Group, for project implementation, assessment of the Saudi market, legal support, assisting in operations, management and complying with laws of the land.
22. CORPORATE GOVERNANCE REPORT
Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down under the Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with in letter and spirit. The details are given in Annexure-âC".
The Board has framed Code of Conduct for all Board Members and Senior Management of the Company and they have affirmed the compliance during the year under review.
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Secretarial Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis is set out in a separate section included in this Annual Report and forms part of this Report. The Audit Committee has reviewed the Management Discussion and Analysis of financial conditions and results of operations during the year under review.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The key philosophy of all CSR initiatives of the Company is guided by the Company''s philosophy of giving back to the society as a responsible corporate citizen. The Company''s CSR policy provides guidelines to conduct CSR activities of the Company.
The CSR Policy may be accessed on the Company''s website at the web link: https://www.ratnamani.com/download/ Code and Policy/CSR Policy.pdf
The Company has identified the following as Thrust areas:
a) Promoting education, including employment enhancing vocational skills and special education, with focus on children, women, elderly and the differently abled ones and also to actively support livelihood enhancement projects;
b) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
c) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources, maintaining quality of soil, air and water, using green energy and taking other initiatives for environmental protection (including Pond deepening, rain-water harvesting);
d) Promoting gender equality, empowering women, day care centres and measures for reducing inequalities faced by socially and economically backward groups;
e) Rural development projects;
f) Training to promote rural sports, nationally recognised sports, Paralympic and Olympic sports;
g) Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans and their dependents including widows.
During the year, the Company has spent '' 801.06 Lakhs on CSR activities out of the budget for the year 2024-25. During the year, the Company has also spent '' 347.22 Lakhs, out of the CSR budget for the pervious years. The details of CSR activities and expenses are given in Annexure-âD".
25. ANNUAL RETURN
The Annual Return in Form MGT-7 of the Company can be accessed from the website of the Company at https://www. ratnamani.com/investors relations.html#left-tab6.
26. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure - âE" to this Report.
27. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT
A) I n terms of Regulation 24A(1) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report for the Financial Year ended March 31,2025 is annexed with the Board''s Report and forms part of the Annual Report as given in Annexure-âF".
Further, the Secretarial Audit Report does not contain any qualification, observation, reservation, adverse remark or disclaimer.
B) I n terms of Regulation 24A(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Secretarial Compliance Report signed by Secretarial Auditor of the Company for the Financial
60 | Annual Report 2024-25
Ratnamani Metals & Tubes Ltd. | 61
Year ended on March 31, 2025 has been submitted to the Stock Exchanges by the Company. The said Secretarial Compliance Report may be accessed from the website of the Company at https://www.ratnamani. com/investors relations.html#left-tab6.The Secretarial Auditor satisfies the conditions mentioned in Sub-Regulations (1A and 1B) of Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report containing a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives, is forming part of the Annual Report. However, in terms of NSE circular no. NSE/CML/2024/11 dated May 10, 2024 and BSE Notice No. 20240510-48 dated May 10, 2024 pertaining to Business Responsibility and Sustainability Report - FAQs & General Observations / Guidelines for filing of BRSR, the Business Responsibility and Sustainability Report for the Financial Year 2024-25 is not being annexed to the Annual Report and the same can be accessed from https:// ratnamani.com/investors relations.html#left-tab4.
29. DISCLOSURES:
A. Vigil Mechanism / Whistle Blower Policy
The Company has Vigil Mechanism / Whistle Blower in the terms of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One may access the Chairman of the Audit Committee through an e-mail or a letter addressed to him, who is a designated director under the policy. No person is denied access to the Chairman of the Audit Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency among all its stakeholders.
The Policy on vigil mechanism / whistle blower policy may be accessed on the Company''s website at the web link: https://www.ratnamani.com/download/Code and Policy/ Vigil Mechanism Policy.pdf
B. Related Party Transactions
The Company has framed a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board has been hosted on the Company''s website at the web link: https://www.ratnamani.com/download/Code and Policy/MAT RPT POLICY.pdf
All the related party transactions and subsequent material modifications, if any, were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no
material related party transactions entered into by the Company with Promoters, Promoters Group, Directors, Key Managerial Personnel or other designated persons or related party that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Related Party Transactions are placed before the Audit Committee and also before the Board for its approval. The Company obtains prior omnibus approval of the eligible related party transactions of the Audit Committee, which fulfils the criteria. The Audit Committee quarterly reviews all the related party transactions entered into by the Company.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Section 188(2) of the Companies Act, 2013 is mentioned in the Form AOC - 2, which is given in Annexure - âG".
Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the Standalone / Consolidated Financial Statements forming part of Annual Report for the FY 2024-25.
C. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the Financial Year 2024-25, there was no complaint/case of sexual harassment received and hence no complaint remains pending as on March 31, 2025.
D. Disclosure of Events or Information
In compliance with Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has formulated a policy for determination of materiality of events and pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said policy can be accessed from the website of the Company at https://www. ratnamani.com/download/Code and Policy/policy for determination of materility of event or information.pdf.
Your Company has authorized the Key Managerial Personnel (KMP) jointly and severally for the purpose of determining materiality of an event or information and making disclosures to the Stock Exchanges.
E. Ratnamani Employee Stock Option Scheme -2024:
With a view to attract, retain, motivate, and reward key employees of the Company for their performance and to motivate them to continue to contribute to the growth and profitability of the Company, and to attract fresh best talent, the Company has granted stock options to eligible employees under the Ratnamani Employee Stock Option Scheme - 2024 (RMTL ESOS 2024/ ESOP Scheme).
The Company, vide special resolutions passed by the Shareholders at their meeting held on August 27, 2024, approved grant of up to 36,00,000 options to eligible employees of the Company and its subsidiary company(s). In terms of the said approval, the Nomination and Remuneration Committee (Compensation Committee) of the Company administers the RMTL ESOS 2024 and grants stock options to eligible employees. The Committee determines eligibility of the employees to receive options, the number of options to be granted, the exercise price, the vesting period and the exercise period etc.
Accordingly, the Nomination and Remuneration Committee (Compensation Committee) at its meeting held on November 14, 2024 granted 4,31,224 Options to the eligible employees of the Company and its subsidiary company.
The eligible employees are entitled against each option to subscribe for one equity share of face value of '' 2.00 each at an exercise price which would be at a discount of 25% from the market price as on the date of the Grant by the Nomination and Remuneration Committee (Compensation Committee). As per the approved scheme, the Eligible employees are entitled to exercise the option within a period of maximum three years from the date of each vesting. In the case of termination of employment by the Company due to misconduct, all options, vested or not, stand cancelled immediately. In case of voluntary resignation, all unvested options stand cancelled. In case of retirement of employees, vested options are exercisable as per the schedule of vesting and are exercisable within a period of 12 months. There are no other vesting conditions, apart from service condition. The detailed Ratnamani Employees Stock Option Scheme may be referred to from the website of the Company at www.ratnamani.com.
The Employee Stock Options under the said grant shall vest over a period of five years that is 20% every year and as per the terms approved by the Nomination and Remuneration Committee (Compensation Committee)
at its meeting held on November 14, 2024, the eligible employees are entitled to exercise the option within a period of 1 year from the date of each vesting, failing which the Options shall stand cancelled.
There is no material change in the ESOP Scheme during the financial year under review.
The ESOP Scheme has been formulated in accordance with the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the ESOP Scheme as required under the above-mentioned SEBI Regulations are available on the Company''s website at https://www.ratnamani.com/download/ Financials/disclosure-reg-14-SEBI-(SBEB-and-SE)-regulations-2021/march-31-2025.pdf.
The certificate of Secretarial Auditor in terms of Regulation 13 of the aforesaid Regulations confirming compliance of the RMTL ESOS 2024 Scheme with the above-mentioned SEBI Regulations and as per the resolution passed by the Shareholders of the Company, shall be placed before the ensuing 41st Annual General meeting of the Company and is available for electronic inspection at the ensuing 41st Annual General meeting of the Company.
F. General
Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:
a) There has been no material change in the nature of business during the year under review.
b) There has been no i) Issue of equity shares with differential rights as to dividend, voting or otherwise or ii) issue of equity shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.
c) There were no material changes or commitments affecting the financial position of the Company and except as reported in the Board''s Report, there are no other events to report that has happened subsequent to the date of financial statements and the date of this report.
d) Neither the Managing Director, Joint Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Company''s operations in future.
f) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
g) There is no instance for one time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.
APPRECIATION
Your directors place on records their gratitude for the valuable support rendered by the various stakeholders such as, shareholders, customers, and suppliers, among others, investors, business associates, joint venture partners, subsidiary companies Government of India, various State Government departments,
Banks, regulatory authorities and their officials. The directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success.
The directors look forward to the continued support of all stakeholders in future also.
Mar 31, 2024
Your directors are pleased to present the 40th Annual Report of your Company along with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended on March 31,2024:
1. FINANCIAL RESULTS AT A GLANCE
('' in Crores)
|
Particulars |
Standalone |
Consolidated |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from Operations |
4,806.77 |
4,370.03 |
5,059.10 |
4,474.40 |
|
Other Income |
46.49 |
31.20 |
73.21 |
32.69 |
|
Total Income |
4,853.26 |
4,401.23 |
5,132.31 |
4,507.09 |
|
Profit before Tax |
809.75 |
693.84 |
827.67 |
693.54 |
|
Less: Income tax expenses |
201.15 |
179.81 |
202.57 |
181.26 |
|
Profit After Tax |
608.60 |
514.03 |
625.10 |
512.28 |
2. OPERATIONAL REVIEW/STATE OF THE COMPANY''S AFFAIRS
During the year under review, the Company achieved Revenue from Operations of '' 4,806.77 Crores compared to '' 4,370.03 Crores of the previous year, on standalone basis.
The total income on Standalone basis for the F.Y. 2023-24 at '' 4,853.26 Crores was higher by 10.27% compared to the total income of '' 4,401.23 Crores of the previous year and total income on consolidated basis for the F.Y.2023-24 at '' 5,132.31 Crores was higher by 13.87% compared to the total income of '' 4,507.09 Crores of the previous year; the profit after tax on the standalone basis for the year was also higher by 18.40% at '' 608.60 Crores compared to the previous year and profit after tax on the consolidated basis for the year was also higher by 22.02% at '' 625.10 Crores, compared to the previous year.
There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.
3. DIVIDEND
Your directors are pleased to recommend a dividend of '' 14.00 (previous year '' 12.00) per Equity Share on 7,00,92,000 Equity Shares having face value of '' 2.00 each for the financial year ended on March 31, 2024, for approval of the members of the Company at the ensuing Annual General Meeting. The dividend would be paid out of the profits for the year and the total dividend outgo, if approved, will be '' 98.13 Crores (previous year '' 84.11 Crores).
The dividend on Equity Shares is subject to approval of the members of the Company at the Annual General Meeting scheduled to be held on Tuesday, August 27, 2024.
As per the Income Tax Act, 1962, the Dividend is taxable in the hands of the Shareholders at the applicable tax rates of the respective shareholders and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per Income Tax Act, 1961.
The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of SEBI (LODR) Regulations, 2015 (as amended), is available at the web link http://www.ratnamani.com/investors relations.html.
The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, August 21, 2024 to Tuesday, August 27, 2024, (both days inclusive) for the purpose of payment of the dividend and AGM for the financial year ended on March 31,2024.
4. TRANSFER TO RESERVES
The Board of Directors doesn''t propose to transfer any amount to any reserves, for the year under review.
5. SHARE CAPITAL
The paid-up Equity Share Capital of the Company as on March 31, 2024 was '' 1,401.84 Lakhs divided into 7,00,92,000 Equity Shares of '' 2.00 each.
During the year under review, the Authorised Capital of the Company remained unchanged at '' 1,800.00 Lakhs divided into 9,00,00,000 Equity Shares of '' 2.00 each.
6. BORROWINGS
The Company has Nil outstanding long-term borrowings (previous year '' 4,508.89 Lakhs) as on March 31, 2024. In addition to above, the outstanding current borrowings (including long term borrowings maturing within one year) is '' 4,523.97 Lakhs (previous year '' 10,535.55 Lakhs) as on March 31, 2024.
7. FIXED DEPOSITS
During the year under review, your Company has not accepted any deposit from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) DIRECTORS:
a) Directors retiring by rotation:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shanti M. Sanghvi, Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
b) Independent Directors:
I n financial year 2023-24, Three Independent Directors namely Shri Pravinchandra M. Mehta, Shri Divyabhash C. Anjaria and Dr. Vinodkumar M. Agarwal completed their second consecutive term of five years each on conclusion of the 39th Annual General Meeting held on August 3, 2023. The Board of Directors places on record its deep appreciation for the wisdom, knowledge and guidance provided by them, during their tenure as Independent Directors.
The NRC had previously decided that the candidate for independent directorship should have vast domain knowledge, qualification and experience in
production, procurement, supply chain management, sales, marketing, financial, accountancy, audit, strategic leadership thinking, have natural flair for good corporate governance practices, risk management and compliances, information technology, data analytics etc. with a proven track record of integrity, competence and leadership.
Based on the recommendations of the NRC and approval of the Board, Shri Sushil Solanki, Shri Dhinal A. Shah and Shri Rajesh G. Desai were appointed as Directors of the Company in Non-Executive Independent Director category. The Members, by Special Resolution by way of Postal Ballot through remote e-voting, on March 18, 2023 (deemed date of passing being the last date of remote e-voting), approved the said appointments for a period of 5 consecutive years from February 13, 2023 through February 12, 2028.
Based on the recommendations of the NRC and approval of the Board, Smt. Sangeetha Chhajed was appointed as Non-Executive Independent woman Director of the Company for a period of five years commencing from July 18, 2024 through July 17, 2029. The aforesaid appointment is required to be approved by the members of the Company by way of Special Resolution at the ensuing Annual General Meeting. Your Directors recommend passing of the special resolution by the members. Smt. Nidhi Gaurav Gadhecha, Non-executive, Independent Woman Director of the Company shall complete her second term of consecutive five years of appointment on August 8, 2024. Your Directors place on record their sincere appreciation and thanks for the valuable advice, inputs, contribution and guidance by Smt. Nidhi Gaurav Gadhecha during her tenure.
Likewise, based on the recommendations of the NRC, your Directors have proposed appointment of Shri Rajendra Shantilal Shah as Non-Executive Independent Director of the Company for a period of five years commencing from September 11, 2024 through September 10, 2029 by the members of the Company by way of Special Resolution at the ensuing Annual General Meeting. Your Directors recommend passing of the special resolution by the members.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have
confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence. Based on the declarations received from the ID''s, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and that they are independent of the management.
I n the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
c) Executive Directors:
Shri Prakash M. Sanghvi, Chairman and Managing Director, Shri Jayanti M. Sanghvi, Joint Managing Director and Shri Shanti M. Sanghvi, Whole Time Director have been re-appointed for a period of 5 years from November 1,2023, through October 31,2028.
Based on the recommendations of the NRC, your directors have proposed appointment of Shri Manoj P Sanghvi as Whole Time Director and Chief Executive Officer (WTD-CEO) and Shri Prashant J. Sanghvi as Whole Time Director (WTD) for a period of five years commencing from September 11, 2024 through September 10, 2029 by the members of the Company by way of Special Resolution at the ensuing Annual General Meeting. Your directors recommend passing of the special resolutions by the members.
d) Performance Evaluation of Directors:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The way, the evaluation has been carried out has been explained in the Corporate Governance Report.
e) Payment of commission to Non-Executive Directors:
Your Company pays commission to the Non-Executive Directors (including Independent Directors) to the extent
not exceeding 0.50% of the net profits of the Company for a financial year calculated as provided under the Companies Act, 2013 and rules made thereunder. The details of the payment to them are given in the Corporate Governance Report.
f) Remuneration Policy:
The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.
The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company. The highlights of the Remuneration Policy and other details are given in the Corporate Governance Report, which is forming part of Directors Report.
g) The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: https:// ratnamani.com/download/Investor info/Familiarization Programme of Independent Director.pdf.
h) The Company has undertaken Directors and Officers insurance for all the Directors of the Company pursuant to Regulation 25 (10) of the SEBI (LODR) Regulations, 2015.
B) KEY MANAGERIAL PERSONNEL:
The following persons are the Key Managerial Personnel of the
Company pursuant to Section 2(51) and Section 203 of the
Companies Act 2013, read with the Rules framed thereunder.
1. Shri Prakash M. Sanghvi, Managing Director
2. Shri Jayanti M. Sanghvi, Joint Managing Director
3. Shri Shanti M. Sanghvi, Whole Time Director
4. Shri Vimal Katta, Chief Financial Officer
5. Shri Anil Maloo, Company Secretary & Compliance Officer
There is no change in the Key Managerial Personnel during the
year under review.
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the Independent Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during financial year 2023-24.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profits of the Company for the financial year ended on March 31,2024.
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. t he Directors had prepared the Annual Accounts on a ''going concern'' basis.
e. t he Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. BOARD MEETINGS
The Board of Directors met 5 times during the F.Y. 2023-24 and having gap of not more than 120 days between 2 consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are given in the Corporate Governance Report, which is forming part of this Report.
12. AUDIT COMMITTEE
As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee are given in the Corporate Governance Report. As at March 31, 2024, Shri Dhinal A. Shah is the Chairman of the Committee and Shri Sushil Solanki, Shri Jayanti M. Sanghvi and Smt. Nidhi G. Gadhecha are the Members of the Committee.
During the year under review, the Board has accepted all the recommendations of the Audit Committee.
13. INDEPENDENT AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (ICAI Firm Registration No. 104744W) Independent Auditors of the Company shall hold office till conclusion of the 44th Annual General Meeting to be held in the calendar year 2028.
The Independent Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
14. COST AUDITORS
In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.
Your directors have, based on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, as the Cost Auditors of the Company to audit the Cost accounts for the financial year 2024-25 on existing remuneration of '' 1,20,000/- plus taxes as applicable and out of pocket expenses subject to ratification of the remuneration by the Members in ensuing 40th Annual General Meeting. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, is included in the Notice convening the 40th Annual General Meeting. The Board of Directors recommend passing of the resolution by way of Ordinary Resolution.
Your Company has received consent from M/s. N. D. Birla & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the financial year 2024-25 along with a certificate confirming their independence and arm''s length relationship.
The Cost Auditors'' Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.
15. SECRETARIAL AUDITORS
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, pursuant to the consent received, re-appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditors of the Company to conduct an audit of the secretarial records, for the financial year 2024-25.
16. SECRETARIAL STANDARDS
The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of the Company Secretaries of India and such systems are adequate and operating effectively.
17. CREDIT RATING
The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. CRISIL has affirmed "AA/positive" rating for the Company''s longterm borrowings and "A1 " for its short-term borrowings.
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Company''s Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the fast changing business requirements.
All the Business Heads/Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes under their respective department/functions are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Independent Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
19. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy and technology absorption
Information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-''''Aâ which is forming part of this report.
The Company has installed windmills and Solar Power Panels at various places for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth.
Foreign Exchange Earnings and Outgo
The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned in Annexure-''''Aâ
20. RISK MANAGEMENT
Your company has an elaborate Risk Management procedure covering various Risks including Business, Operational, Financial, Sectoral, Market, Regulatory and Compliance, Sustainability, Human Resources, Information and Cyber Security and Strategic Risks and its Assessment, measurement and mitigation processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors.
Your Company has a Risk Management Committee in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key risks and mitigating actions are being placed before the Committee and the Board of Directors of the Company. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.
21. SUBSIDIARY, IT''S PERFORMANCE AND CONSOLIDATED FINANCIAL STATEMENTS
(a) Ravi Technoforge Private Limited, Rajkot:
Your Company had acquired 53% Equity Shares in Ravi Technoforge Private Limited, Rajkot, (RTL) on October 28, 2022 for '' 97.88 Crores. The 1st Tranche of 53.00% stake acquisition consists of 26% of the issued, subscribed and paid-up share capital through share subscription in RTL under the preferential allotment and 27% of the issued, subscribed and paid-up share capital in RTL (post dilution) through purchase from the existing shareholders.
The balance 47% stake in RTL shall be acquired in two tranches over the period, of which 2nd Tranche of 27.02% is expected to be completed on or before July 31, 2024
and 3rd Tranche of 19.98% to be completed not later than July 31,2027, however, the acquisition of the 3rd Tranche shall be subject to certain options as may be availed by the existing shareholders of the RTL during that time.
RTL is engaged into manufacturing of high precision forged and turned bearing rings, gear blanks and other similar bearing components having ultimate end use across diverse industrial and mobility applications.
During the year 2023-24, Ravi Technoforge Private Limited achieved Revenue from Operations of '' 25,788.59 Lakhs compared to '' 24,458.86 Lakhs in the previous year.
The Total Revenue for the Financial Year 2023-24 was marginally higher by 5% as compared to the previous Financial Year 2022-23. The Profit After Tax during the year under review was higher by 49.34% at '' 673.01 Lakhs as compared to the previous year of '' 450.67 Lakhs.
(b) Ratnamani Finow Spooling Solutions Private Limited, Ahmedabad
A joint venture agreement between Ratnamani Metals and Tubes Limited (RMTL) and Technoenergy AG, Switzerland (TEAG) (herein after called as JV partners) was entered into on September 22, 2023 to form a joint venture Company namely Ratnamani Finow Spooling Solutions Private Limited in India, a subsidiary Company. The said subsidiary company was incorporated on September 27, 2023 with Authorised Capital of '' 360 Lacs and initial paid up capital '' 270 Lacs, the Shareholding is in the ratio of 51% to be held by RMTL and 49% to be held by TEAG, thereby the Company has subscribed 13,77,000 Equity Shares of '' 10 each. Any further issuance shall be brought in by the JV Partners, in their respective ratio of shareholding. RMTL reserves right to increase its shareholding upto 60% of the paid up capital in the Company on fully diluted basis upon incurring any major capex in future.
The purpose of the Joint Venture subsidiary Company is for providing pipe spooling solutions, fittings and auxiliary support systems for piping and tubing applications.
Through this JV, RMTL proposes to wider its product basket by providing comprehensive piping and spooling solutions in India and across the globe to the end consumers. Your Company possesses necessary infrastructure and strong reputation in the market to complement and supplement TEAG (and its group companies) for providing spooling solutions considering the focus for localization in various critical sectors.
FINOW GmBH a Subsidiary of TEAG based out of Germany, is operating in this segment since decades and
possess strong technical expertise in manufacturing of the various types of high precision pipe spools, fittings, hanger support systems and auxiliary piping & tubing support solutions for power plants, chemical plants, oil & gas industries, water management and other industrial applications.
RMTL is assisting the subsidiary company by providing necessary support for setting up the manufacturing facility in Gujarat along with general management and administration of the company. While TEAG shall provide necessary technical expertise and know-how to the joint venture subsidiary company.
During the period from September 27, 2023 till March 31, 2024, Ratnamani Finow Spooling Solutions Private Limited achieved Revenue from Operations of '' 14.17 Lakhs. The total Income for the period stood at '' 16.75 Lakhs, the Net Loss after Tax was at '' 173.22 Lakhs.
The subsidiary company is at a very early stage of operations and the production / manufacturing facilities are being built up. The management of subsidiary company is hopeful of achieving good turnover and profitability going forward in the coming years.
(c) Ratnamani Inc, USA:
The Company has one Wholly Owned Subsidiary in the State of Texas, USA in the name "Ratnamani Inc" for the purpose of marketing its products.
During the year 2023-24, Ratnamani Inc. achieved Revenue from Operations of USD 2,09,361.64 compared to USD 2,02,307.55 in the previous year. The Profit After Tax was USD 11,919.68 compared to USD 18,391.60 in the previous year.
The Board of Directors periodically reviews the performance of the subsidiary companies. Details of the same is enumerated in the Corporate Governance Report, which is forming part of this report.
I n accordance with Section 129(3) of the Act, we have prepared Consolidated Financial Statements of the Company and all its subsidiaries which form part of the Annual Report. Further, the report on the performance and financial position of each subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report at Annexure-âBâ.
Your directors have pleasure in attaching the Consolidated Financial Statements for the financial year ended on March 31, 2024 pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and
the Indian Accounting Standards ("Ind AS") and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiary Company, as approved by their respective Board of Directors.
I n accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website and the same can be accessed at the web link: http://www.ratnamani.com/investors relations.html.
Except as stated above, there is no other Company, which has become or ceased to be subsidiary, joint venture or associate company, of the Company. There has been no material change in the nature of the business of the subsidiaries.
Your Company does not have any material subsidiary Company. The policy for determining material subsidiary(ies) of the Company has been provided at the website of the Company at https://www.ratnamani.com/ download/Code and Policy/Policy Of Determination Of Material Subsidiaries And Its Governance.pdf
Entering into Shareholders Agreement to form Ratnamani Trade EU AG at Switzerland
I n addition to above, during the year under review, your Company entered into a Joint Venture / Shareholders Agreement executed with Technoenergy AG, Switzerland and Mr. Andrey Merzlyakov and received on December 19, 2023 to form a Company namely Ratnamani Trade EU AG in Lucerne, Switzerland. Your Company has agreed to subscribe 60% shares in the Company by subscribing 60,000 Shares of EUR 10 each.
The purpose of joint venture subsidiary company is to promote and distribute your Company''s Stainless Steel Products in the European market. The Joint Venture subsidiary Company shall be the exclusive trading house to import and distribute various categories of stainless steel products in Europe, which are manufactured by RMTL under its brand.
It would help your Company to develop its local presence, branding, superior servicing to European customers and also to meet the faster delivery commitments by maintaining the stock of its key products.
Technoenergy AG and Mr. Andrey Merzlyakov have professional sales team having long experience in selling stainless steel tubes and pipes in Europe. They shall provide local support in day-to-day operations and
handling of the products imported from RMTL-India, sales, marketing and promotion of the products. Incorporation of Ratnamani Middle East Pipes Trading LLC OPC, Abu Dhabi, UAE
Your Company has incorporated a wholly owned subsidiary company namely Ratnamani Middle East Pipes Trading, LLC OPC on April 16, 2024 at Abu Dhabi in United Arab Emirates, for marketing of the Company''s products. Your Company shall subscribe 100% of the paid-up Share Capital of Emirati Dirhams 50,000 divided into 100 shares of 500 Emirati Dirhams each.
22. CORPORATE GOVERNANCE REPORT
Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with in letter and spirit. The details are given in Annexure-âCâ.
The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Secretarial Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis is set out in a separate section included in this Annual Report and forms part of this Report. The Audit Committee has reviewed the Management Discussion and Analysis of financial conditions and results of operations during the year under review.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The key philosophy of all CSR initiatives of the Company is guided by the Company''s philosophy of giving back to the society as a responsible corporate citizen. The Company''s CSR policy provides guidelines to conduct CSR activities of the Company.
The CSR Policy may be accessed on the Company''s website at the web link: http://www.ratnamani.com/investors relations. html
The Company has identified the following as Thrust areas:
a) Promoting education, including employment enhancing vocational skills and special education, with focus on children, women, elderly and the differently abled ones and also to actively support livelihood enhancement projects
b) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
c) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources, maintaining quality of soil, air and water, using green energy and taking other initiatives for environmental protection (including Pond deepening, rain-water harvesting);
d) Promoting gender equality, empowering women, day care centres and measures for reducing inequalities faced by socially and economically backward groups;
e) Rural development projects;
f) Training to promote rural sports, nationally recognised sports, Paralympic and Olympic sports;
g) Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans and their dependents including widows.
During the year, the Company has spent '' 943.96 Lakhs on CSR activities. The details of CSR activities and expenses are given in Annexure-âDâ.
25. ANNUAL RETURN
The Annual Return in Form No. MGT-7 of the Company can be accessed from the website of the Company at http://www. ratnamani.com/investors relations.html#left-tab5.
26. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure - âEâ to this Report.
27. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT
A) In terms of Regulation 24A (1) of the SEBI (LODR) Regulations, 2015 and pursuant to Section 204(1) of the Companies Act, 2013, the Secretarial Audit Report for the financial year ended March 31, 2024 is annexed with the Board''s Report and forms part of the Annual Report as given in Annexure-âFâ.
Further, the Secretarial Audit Report does not contain any qualification, observation, reservation, adverse remark or disclaimer.
B) In terms of Regulation 24A(2) of the SEBI (LODR) Regulations, 2015, the Secretarial Compliance Report for the financial year
ended on March 31, 2024 has been submitted to the Stock Exchanges by the Company. The said Secretarial Compliance Report may be accessed from the website of the Company at www.ratnamani.com.
28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report containing a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives, is set out in a separate section included in this Annual Report and forms part of this Report.
29. DISCLOSURES:
A. Vigil Mechanism / Whistle Blower Policy
The Company has Vigil Mechanism/ Whistle Blower in the terms of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One may access the Chairman of the Audit Committee through an e-mail or a letter addressed to him, who is a designated director under the policy. No person is denied access to the Chairman of the Audit Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency among all its stakeholders.
The Policy on vigil mechanism / whistle blower policy may be accessed on the Company''s website at the web link: http://www.ratnamani.com/investors relations.html
B. Related Party Transactions
The Company has framed a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board and was hosted on the Company''s website at web link: http://www.ratnamani.com/investors relations.html
All the related party transactions and subsequent material modifications, if any, were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no material related party transactions entered into by the Company with Promoters, Promoters Group, Directors, Key Managerial Personnel or other designated persons or related party that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Related Party Transactions are placed before the Audit Committee and also before the Board for its approval. The Company obtains prior omnibus approval of the eligible
related party transactions of the Audit Committee, which fulfils the criteria. The Audit Committee quarterly reviews all the related party transactions entered into by the Company.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 with Section 188(2) of the Companies Act, 2013 is mentioned in the form AOC - 2, which is given in Annexure - âGâ
Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of Annual Report for the FY 2023-24.
C. Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2023-24, there was no complaint/ case of sexual harassment and hence no complaint remains pending as on March 31,2024.
D. Disclosure of Events or Information
In compliance with Regulation 30 of the SEBI (LODR) Regulations, 2015, your Company has formulated a policy for determination of materiality of events and pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said policy can be accessed from the website of the Company at http://www.ratnamani.com/investors relations. html#left-tab2.
Your Company has authorized the Key Managerial Personnel (KMP) jointly and severally for the purpose of determining materiality of an event or information and making disclosures to the Stock Exchanges.
E. General
Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions/
instances on these items during the year under review:
a) There has been no material change in the nature of business during the year under review.
b) No Issue of equity shares with differential rights as to dividend, voting or otherwise or issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.
c) There were no material changes or commitments affecting the financial position of the Company and except as reported in the Board''s Report, there are no other events to report that has happened subsequent to the date of financial statements and the date of this report.
d) Neither the Managing Director, Joint Managing Director nor the Whole Time Director of the Company receive any remuneration or commission from any of its subsidiaries.
e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Company''s operations in future.
f) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
g) There is no instance for one time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.
APPRECIATION
Your directors place on records their gratitude for the valuable support rendered by the Government of India, various State Government departments, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success.
The directors look forward to the continued support of all stakeholders in future also.
For and on behalf of the Board of Directors PRAKASH M. SANGHVI
Place : Ahmedabad Chairman and Managing Director
Date : July 18, 2024 DIN: 00006354
Mar 31, 2023
Your directors are pleased to present the 39th Annual Report of your Company along with the Audited Financial Statements (Standalone & Consolidated) of the Company for the year ended on March 31,2023:
1. FINANCIAL RESULTS AT A GLANCE
|
('' in Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from Operations |
4,370.03 |
3,138.78 |
4,474.40 |
3,138.78 |
|
Other Income |
31.20 |
37.55 |
32.69 |
37.70 |
|
Total Income |
4,401.23 |
3,176.33 |
4,507.09 |
3,176.48 |
|
Profit before Tax |
693.84 |
430.69 |
693.54 |
430.94 |
|
Less: Income tax expenses |
179.81 |
108.30 |
181.26 |
108.30 |
|
Profit After Tax |
514.03 |
322.39 |
512.28 |
322.64 |
2. OPERATIONAL REVIEW/STATE OF THE COMPANY''S AFFAIRS
During the year under review, the Company achieved Revenue from Operations of '' 4,370.03 Crores compared to '' 3,138.78 Crores of the previous year, on standalone basis.
The total income on Standalone basis for the F.Y. 2022-23 at '' 4,401.23 Crores was higher by 38.56% compared to the total income of '' 3,176.33 Crores of the previous year and total income on consolidated basis for the F.Y.2022-23 at '' 4,507.09 Crores was higher by 41.89% compared to the total income of '' 3,176.48 Crores of the previous year; the profit after tax on the standalone basis for the year was also higher by 59.44% at '' 514.03 Crores compared to the previous year and profit after tax on the consolidated basis for the year was also higher by 58.78 % at '' 512.28 Crores, compared to the previous year.
There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.
3. ISSUANCE OF BONUS EQUITY SHARES
The Board of Directors at its meeting held on May 18, 2022 recommended for approval of the shareholders by way of postal ballot through remote e-voting, issuance of Bonus Equity Shares in the ratio of 1:2 i.e. One new Bonus Equity Share of '' 2.00 each for every Two existing fully paid Equity Shares of '' 2.00 each held as on the Record date i.e. Friday, July 1,2022 by way of capitalisation of '' 4,67,28,000.00 from and out of Securities Premium Account of the Company.
Post approval of the shareholders, the Company issued 2,33,64,000 new Bonus Equity Shares of '' 2.00 each to its shareholders. The new Bonus Equity Shares were allotted on July 5, 2022 to the eligible shareholders and were credited in the shareholders account at NSDL on July 8, 2022 and at CDSL on July 11, 2022. The physical share certificates to the shareholders, who hold shares in physical
format, were issued and dispatched on July 11, 2022. Post completion of all the formalities, the trading permission from the Stock Exchanges were received on July 13, 2022 and trading of Bonus Equity Shares were started with effect from July 14, 2022.
The Company did not issue any fractional shares / coupons and the Board appointed Trustee sold off consolidated fractional shares in the open market on July 15, 2022. The net sale proceeds received by selling the shares, were distributed to the eligible shareholders on July 20, 2022.
Your directors are pleased to recommend a dividend of '' 12.00 (previous year '' 9.33) per Equity Share on 7,00,92,000 Equity Shares having face value of '' 2.00 each for the financial year ended on March 31, 2023, for approval of the members of the Company at the ensuing Annual General Meeting. The dividend would be paid out of the profits for the year and the total dividend outgo, if approved, will be '' 84.11 Crores (previous year '' 65.40 Crores).
The dividend on Equity Shares is subject to approval of the members of the Company at the Annual General Meeting scheduled to be held on Thursday, August 3, 2023.
As per Finance Act, 2020, the Dividend is taxable in the hands of the Shareholders at the applicable tax rates of the respective shareholders and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per Income Tax Act, 1961.
The dividend pay-out is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of SEBI (LODR) Regulations, 2015 (as amended), is available at the web link http://www.ratnamani.com /investorsrelations.html.
The Register of Members and Share Transfer Books of the Company will remain closed from Friday, July 28, 2023 to Thursday, August 3, 2023 (both days inclusive) for the
purpose of payment of the dividend and AGM for the financial year ended on March 31, 2023.
The Board of Directors doesn''t propose to transfer any amount to any reserves, for the year under review.
The paid-up Equity Share Capital of the Company as on March 31,2023 was '' 1,401.84 Lakhs divided into 7,00,92,000 Equity Shares of '' 2.00 each.
Post issuance of the Bonus Equity Shares, the paid-up Equity Share Capital was increased from '' 934.56 Lakhs to '' 1,401.84 Lakhs divided into 7,00,92,000 Equity Shares of '' 2.00 Each.
During the year under review, the Authorised Capital of the Company was increased to '' 18.00 Crores divided into 9,00,00,000 Equity Shares of '' 2.00 each from '' 15.00 Crores divided into 7,50,00,000 Equity Shares of '' 2.00 each.
The Company has outstanding long-term borrowings amounting to '' 4,508.89 Lakhs (previous year '' 9,626.82 Lakhs) as on March 31, 2023.
During the year under review, your Company has not accepted any deposit from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force). Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) DIRECTORS:
a) Directors retiring by rotation:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Jayanti M. Sanghvi, Joint Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
b) Independent Directors:
In Financial year 2023-24, Three Independent Directors are completing their two consecutive terms of five years each on conclusion of the ensuing 39th Annual General Meeting. The Nomination and Remuneration Committee (''NRC''), in order to ensure proper succession planning of the Board of Directors, recommended
to on-board new Independent Directors much before the cessation of the existing Independent Directors.
The NRC had previously decided that the candidate for independent directorship should have vast domain knowledge, qualification and experience in production, procurement, supply chain management, sales, marketing, financial, accountancy, audit, strategic leadership thinking, have natural flair for good corporate governance practices, risk management and compliances, information technology, data analytics etc. with a proven track record of integrity, competence and leadership.
Based on the recommendations of the NRC and in terms of the provisions of the Companies Act, 2013, the Board, on February 13, 2023, appointed Shri Sushil Solanki, Shri Dhinal A. Shah and Shri Rajesh G. Desai as Additional Directors of the Company in Non-Executive Independent Director category. On March 18, 2023, the Members by Special Resolution by way of Postal Ballot through remote e-voting on March 18, 2023 (deemed date of passing being the last date of remote e-voting), approved the said appointments for a period of 5 consecutive years from February 13, 2023 through February 12, 2028.
After induction of three Independent Directors, your Company has seven Independent Directors including one Woman Independent Director. Shri Pravinchandra M. Mehta, Shri Divyabhash C. Anjaria and Dr. Vinodkumar Agarwal, Independent Directors shall complete their second term of 5 consecutive years on conclusion of 39th Annual General Meeting. The Board of Directors places on record their deep appreciation for the wisdom, knowledge and guidance provided by them, during their tenure as Independent Directors.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence. Based on the declarations received from the ID''s, the Board has confirmed that they meet the criteria of
independence as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and that they are independent of the management.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
c) Executive Directors:
Shri Prakash M. Sanghvi, Chairman and Managing Director, Shri Jayanti M. Sanghvi, Joint Managing Director and Shri Shanti M. Sanghvi, Whole Time Director shall complete their tenure on October 31, 2023. Based on the recommendation of NRC Committee, and subject to approval of the members by way of Special Resolution, at the ensuing 39th Annual General Meeting, the Board of Directors of the Company re-appointed them for a period of 5 years from November 1, 2023 through October 31, 2028.
d) Performance Evaluation of Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The way, the evaluation has been carried out has been explained in the Corporate Governance Report.
e) Payment of commission to Non-executive Directors
Your Company pays commission to the Nonexecutive Directors (including Independent Directors) to the extent not exceeding 0.50% of the net profits of the Company for a financial year calculated as provided under the Companies Act, 2013 and rules made thereunder. The details of the payment to them is given in the Corporate Governance Report.
f) Remuneration Policy
The Board has framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their
remuneration as recommended by the Nomination & Remuneration Committee.
The policy of the Company on directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Sub-section (3) of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company. The highlights of the Remuneration Policy and other details are given in the Corporate Governance Report, which is forming part of Directors Report.
g) The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: https:// ratnamani.com/investors_relations.html#left-tab6>Familiarization programme of independent director.
h) The Company has undertaken Directors and Officers insurance for all the Directors of the Company pursuant to Regulation 25 (10) of the SEBI (LODR) Regulations, 2015.
B) KEY MANAGERIAL PERSONNEL
The following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the Rules framed thereunder.
1. Shri Prakash M. Sanghvi, Managing Director
2. Shri Jayanti M. Sanghvi, Joint Managing Director
3. Shri Shanti M. Sanghvi, Whole Time Director
4. Shri Vimal Katta, Chief Financial Officer
5. Shri Anil Maloo, Company Secretary & Compliance Officer
There is no change in the Key managerial personnel during the year under review.
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the independent auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during financial year 2022-23.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profits of the Company for the financial year ended on March 31, 2023.
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the Directors had prepared the Annual Accounts on a ''going concern'' basis.
e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Board of Directors met 5 times during the F.Y. 2022-23 and having gap of not more than 120 days between 2 consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are given in the Corporate Governance Report, which is forming part of this Report.
As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee are given in the Corporate Governance Report. As at March 31, 2023, Shri Divyabhash C. Anjaria is the Chairman of the Committee and Dr. Vinodkumar M. Agrawal, Shri Jayanti M. Sanghvi and Smt. Nidhi G. Gadhecha are the members of the Committee.
During the year under review, the Board has accepted all the recommendations of the Audit Committee.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad (ICAI Firm Registration No. 104744W) Independent Auditors of the Company shall hold office till conclusion of the 39th Annual General Meeting to be held in the calendar year 2023.
In terms of the provisions of the Companies Act, 2013, an audit firm acting as the independent auditor of a company is eligible to be appointed as Independent Auditors for two terms of five years each.
Based on the recommendations of the Audit Committee, the Board of Directors at its meeting held on May 10, 2023, has considered, recommended re-appointment of M/s. Kantilal Patel & Co., Chartered Accountants as Independent Auditors for a period of 5 years from the conclusion of 39th Annual General Meeting till conclusion of the 44th Annual General Meeting of the Company to be held in the calendar year 2028, subject to approval of the members of the Company. The Board recommends passing of the said resolution by way of ordinary resolution.
The Independent Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.
Your directors have, based on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, as the Cost Auditors of the Company to audit the Cost accounts for the financial year 2023-24 on existing remuneration of '' 1,20,000/- plus taxes as applicable and out of pocket expenses subject to ratification of the remuneration by the Members in ensuing 39th Annual General Meeting. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, is included in the Notice convening the 39th Annual General Meeting. The Board of Directors recommend passing of the resolution by way of Ordinary Resolution.
Your Company has received consent from M/s. N. D. Birla & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the financial year 2023-24 along with a certificate confirming their independence and arm''s length relationship.
The Cost Auditors'' Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark.
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, pursuant to the consent received, appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditors
of the Company to conduct an audit of the secretarial records, for the financial year 2023-24.
17. SECRETARIAL STANDARDS:
The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of the Company Secretaries of India and such systems are adequate and operating effectively.
18. CREDIT RATING
The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. CRISIL has reaffirmed "AA/stable" rating for the Company''s long-term borrowings and "A1 " for its shortterm borrowings.
19. I NTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Company''s Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the fast changing business requirements.
All the Business Heads/Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes under their respective depa rtment/functions are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Independent Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
20. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy and technology absorption
Information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-"A" which is forming part of this report.
The Company has installed windmills and Solar Power Panels at various places for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth.
Foreign Exchange Earnings and Outgo
The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned in Annexure-"A".
21. RISK MANAGEMENT
Your company has an elaborate Risk Management procedure covering various Risks including Business, Operational, Financial, Sectoral, Market, Regulatory and Compliance, Sustainability, Human Resources, Information and Cyber Security and Strategic Risks and its Assessment, measurement and mitigation processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors.
Your Company has a Risk Management Committee in accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key risks and mitigating actions are being placed before the Committee and the Board of Directors of the Company. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.
22. SUBSIDIARY, IT''S PERFORMANCE AND CONSOLIDATED FINANCIAL STATEMENTS
During the year under review, your Company acquired 53% Equity Shares in Ravi Technoforge Private Limited, Rajkot, (RTL) on October 28, 2022 for '' 97.88 Crores. The 1st Tranche of 53.00% stake acquisition consists of 26% of the issued, subscribed and paid-up share capital through share subscription in RTL under the preferential allotment and 27% of the issued, subscribed and paid-up share capital in RTL (post dilution) through purchase from the existing shareholders. Accordingly, RTL has become subsidiary of your Company.
The balance 47% stake in RTL shall be acquired in two tranches over the period, of which 2nd Tranche of 27.02% is expected to be completed on or before July 31, 2024 and 3rd Tranche of 19.98% to be completed not later than July 31,2027, however, the acquisition of the 3rd Tranche shall be subject to certain options as may be availed by the existing shareholders of the RTL during that time.
RTL is engaged into manufacturing of high precision forged and turned bearing rings, gear blanks and other similar bearing components having ultimate end use across diverse industrial and mobility applications.
The Company has one Wholly Owned Subsidiary in the State of Texas, USA in the name "Ratnamani Inc."
The Board of Directors periodically reviews the performance of the subsidiary companies. Details of the same is enumerated in the Corporate Governance Report, which is forming part of this report.
In accordance with Section 129(3) of the Act, we have prepared Consolidated Financial Statements of the
Company and all its subsidiaries which form part of the Annual Report. Further, the report on the performance and financial position of each subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this report at Annexure-"B".
Your directors have pleasure in attaching the Consolidated Financial Statements for financial year ended on March 31, 2023 pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards ("Ind AS") and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiary Company, as approved by their respective Board of Directors.
In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the SEBI Listing Regulations, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website and the same can be accessed at the web link: http://www.ratnamani.com/ investors relations.html.
Except as stated above, there is no other Company, which has become or ceased to be subsidiary, joint venture or associate company, of the Company.
Your Company does not have any material subsidiary Company. The policy for determining material subsidiary(ies) of the Company has been provided at the website of the Company at https://ratnamani.com/download/Code and Policv/Policv Of Determination Of Material Subsidiaries And Its Governance.pdf
23. CORPORATE GOVERNANCE REPORT
Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with in letter and spirit. The details are given in Annexure-"C".
The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.
As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Secretarial Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.
24. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis is set out in a separate section included in this Annual Report and forms part of this Report. The Audit Committee has reviewed the Management Discussion and Analysis of financial conditions and results of operations during the year under review.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The key philosophy of all CSR initiatives of the Company is guided by the Company''s philosophy of giving back to the society as a responsible corporate citizen. The Company''s CSR policy provides guidelines to conduct CSR activities of the Company.
The CSR Policy may be accessed on the Company''s website at the web link: http://www.ratnamani.com/ investors relations.html
The Company has identified the following as Thrust areas:
a) Promoting education, including employment enhancing vocational skills and special education, with focus on children, women, elderly and the differently abled ones and also to actively support livelihood enhancement projects
b) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
c) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources, maintaining quality of soil, air and water, using green energy and taking other initiatives for environmental protection (including Pond deepening, rainwater harvesting);
d) Promoting gender equality, empowering women, day care centres and measures for reducing inequalities faced by socially and economically backward groups;
e) Rural development projects;
f) Training to promote rural sports, nationally recognised sports, Paralympic and Olympic sports;
g) Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central Para Military Forces (CPMF) veterans and their dependents including widows.
During the year, the Company has spent '' 758.76 Lakhs on CSR activities. The details of CSR activities and expenses are given in Annexure-"D".
26. ANNUAL RETURN
The Annual Return in Form No. MGT-7 of the Company can be accessed from the website of the Company at http:// www.ratnamani.com/investors relations.html#left-tab5.
27. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure - "E" to this Report.
28. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT
A) In terms of Regulation 24A(1) of the SEBI (LODR) Regulations, 2015 and pursuant to Section 204(1) of
D. Disclosure of Events or Information
In compliance with Regulation 30 of SEBI (LODR) Regulations, 2015, your Company has formulated a policy for determination of materiality of events and pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said policy can be accessed from the website of the Company at http://www. ratnamani.com/ investors relations.html#left-tab2.
Your Company has authorized the Key Managerial Personnel (KMP) jointly and severally for the purpose of determining materiality of an event or information and making disclosures to the Stock Exchanges.
E. General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:
a) There has been no material change in the nature of business during the year under review.
b) No Issue of equity shares with differential rights as to dividend, voting or otherwise or issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.
c) There were material changes or commitments affecting the financial position of the Company and no events to report that has happened subsequent to the date of financial statements and the date of this report.
d) Neither the Managing Director, Joint Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
the Companies Act, 2013, the Secretarial Audit Report for the financial year ended March 31,2023 is annexed with the Directors'' Report and forms part of the Annual Report as given in Annexure-"F".
Further, the Secretarial Audit Report does not contain any qualification, observation, reservation, adverse remark or disclaimer.
As reported, the Company could not file form DIR-12 on time, in respect of appointment of three Independent Directors due to issue on the V3 Portal of Ministry of Corporate Affairs.
B) In terms of Regulation 24A(2) of the SEBI (LODR) Regulations, 2015, the Secretarial Compliance Report for the financial year ended on March 31, 2023 has been submitted to the Stock Exchanges by the Company. The said Secretarial Compliance Report may be accessed from the website of the Company at www.ratnamani.com
29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report containing a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives, is set out in a separate section included in this Annual Report and forms part of this Report.
A. Vigil Mechanism / Whistle Blower Policy
The Company has Vigil Mechanism/ Whistle Blower in the terms of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One may access the Chairman of the Audit Committee through an e-mail or a letter addressed to him, who is a designated director under the policy. No person is denied access to the Chairman of the Audit Committee. The Vigil Mechanism in the Company fosters a culture of trust and transparency among all its stakeholders.
The Policy on vigil mechanism / whistle blower policy may be accessed on the Company''s website at the web link: http://www.ratnamani.com/ investors relations.html
B. Related Party Transactions
The Company has framed a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board and was hosted on the Company''s website at web link: http:// www.ratnamani.com/investors relations.html
All the related party transactions and subsequent material modifications, if any, were entered into during
the financial year were on an arm''s length basis and were in the ordinary course of business. There were no material related party transactions entered into by the Company with Promoters, Promoters Group, Directors, Key Managerial Personnel or other designated persons or related party that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Related Party Transactions are placed before the Audit Committee and also before the Board for its approval. The Company obtains prior omnibus approval of the eligible related party transactions of the Audit Committee, which fulfils the criteria. The Audit Committee quarterly reviews all the related party transactions entered into by the Company.
Based on the recommendation of NRC Committee, the Board of Directors at its meeting held on May 10, 2023 has, subject to approval of the members of the Company at the ensuing 39th Annual General meeting, approved re-appointment of related parties to the office or place of profit in the Company for a period of 5 years with effect from October 1, 2023 and payment of remuneration. Based upon recommendations of the Audit Committee, the Board recommends passing of the said resolutions by way of ordinary resolutions.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 with Section 188(2) of the Companies Act, 2013 is mentioned in the form AOC - 2, which is given in Annexure - "G".
Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of Annual Report for the FY 2022-23.
C. Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year 2022-23, there was no complaint/case of sexual harassment and hence no complaint remains pending as on March 31, 2023.
e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Company''s operations in future.
f) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
g) There is no instance for one time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.
Your Directors places on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success.
The Directors look forward to the continued support of all stakeholders in future also.
For and on behalf of the Board of Directors
PRAKASH M. SANGHVI
Place : Ahmedabad Chairman and Managing Director
Date : May 10, 2023 DIN: 00006354
Mar 31, 2022
Your Directors are pleased to present the 38th Annual Report of your Company along with the Audited Financial Statements of the Company for the year ended March 31,2022:
1. FINANCIAL RESULTS AT A GLANCE
|
('' in Crores) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2021-22 |
2020-21 |
2021-22 | |
2020-21 |
|
|
Revenue from Operations |
3138.78 |
2,298.13 |
3138.78 |
2,298.13 |
|
Other Income |
37.55 |
43.41 |
37.70 |
43.41 |
|
Total Income |
3176.33 |
2,341.54 |
3176.48 |
2,341.54 |
|
Profit before Tax |
430.69 |
363.38 |
430.94 |
363.46 |
|
Less: Income tax expenses |
108.30 |
87.48 |
108.30 |
87.46 |
|
Profit After Tax |
322.39 |
275.90 |
322.64 |
276.00 |
2. OPERATIONAL REVIEW/STATE OF THE COMPANY''S AFFAIRS
During the year under review, the Company achieved Revenue from operations of '' 3,138.78 Crores compared to '' 2,298.13 Crores of the previous year. The total income on Standalone basis for the financial year 2021-22 at '' 3,176.33 Crores was higher by 35.65 % compared to the total income of '' 2,341.54 Crores of the previous year; the profit after tax on the standalone basis for the year was also higher by 16.85 % at '' 322.39 Crores compared to the previous year and profit after tax on the consolidated basis for the year was also higher by 16.90 % at '' 322.64 Crores, compared to the previous year.
There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.
The Board of Directors are pleased to recommend for approval of the shareholders, issuance of Bonus Equity Shares in the ratio of 1:2 i.e. One new Bonus Equity Share of '' 2.00 each for every Two existing fully paid Equity Shares of '' 2.00 each held as on the Record date i.e. Friday, July 01, 2022 by way of capitalisation of '' 4,67,28,000.00 from and out of Securities Premium Account of the Company. Your consent is sought by way of postal ballot through remote e-voting. If approved, the Company shall issue 2,33,64,000 new Bonus Equity Shares of '' 2.00 each to its shareholders, which shall rank pari passu in all respect with the existing Equity Shares of the Company. The new Bonus Equity Shares will be credited / dispatched within 2 months from the date of Board meeting i.e. latest by July 17, 2022. The Company shall not issue any fractional shares to the shareholders.
Your Directors are pleased to recommend a dividend of ''14.00 per Equity Share on 4,67,28,000 Equity Shares having face value of '' 2.00 each (pre-bonus) which translates into dividend of '' 9.33 per equity share, having face value of '' 2.00 each (post-bonus) for the financial year ended on March 31,2022.
As per Finance Act, 2020, now the Dividend is taxable in the hands of the Shareholders at the applicable tax rates of the respective shareholders. The dividend pay-out is in accordance with the Companyâs Dividend Distribution Policy. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of SEBI (LODR) Regulations, 2015 (as amended), is available at the web link http://www.ratnamani.com /investorsrelations.html.
Your Company does not propose to transfer any amount to any reserves of the Company for the year under review.
The paid up Equity Share Capital of the Company as on March 31, 2022 was '' 934.56 Lakhs divided into 4,67,28,000 Equity Shares of '' 2.00/- each. There was no change in the share capital of the Company during the year.
Subject to approval of the members of the Company, post issuance of the Bonus new Equity Shares, the paid up Equity Share Capital shall increase to '' 14,01,84,000.00 divided into 7,00,92,000 Equity Shares of '' 2.00 Each.
The Board of Directors has proposed to increase the Authorised Capital of the Company from existing '' 15.00 Crores divided into 7,50,00,000 Equity Shares of '' 2.00 each to '' 18.00 Crores divided into 9,00,00,000 Equity
Shares of '' 2.00 each. The Board seeks approval of the members for the increase in the authorised Capital and consequent amendment in the capital clause of Memorandum of Association of the Company, at the ensuing Annual General Meeting.
The Company has long-term borrowings outstanding amounting to '' 9,626.82 lakhs as on March 31,2022.
During the year under review, your Company has not accepted any deposit from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL A) DIRECTORS:
a) Directors retiring by rotation:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Shanti M. Sanghvi, Whole Time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
b) Independent Directors:
Your Company has four Independent Directors including one Women Independent Director. The Directors were appointed for the period of five years and they have been re-appointed for second term after taking approval of the Shareholders by way of Special Resolution.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of regulation 25 (8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence. Based on the declarations received from the ID''s, the Board has confirmed that they meet the criteria of independence as mentioned under regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015 and that they are independent of the management.
In terms of Regulation 17(1 A) of SEBI (LODR) Regulations, 2015, the continuation of Directorship of any person as a NonExecutive Director who has attained the age of 75 Years requires approval of the Members by way of Special Resolution. The Nomination and Remuneration Committee and Board of the Directors have recommended the continuation of Directorship of Dr. Vinodkumar M. Agarwal as Non-Executive Independent Director who shall attain the age of 75 Years during the year. The Board, keeping in mind his rich experience, expertise, qualifications and active contribution, considered that his continued association would be immensely beneficial to the Company and it is desirable to continue to avail services of Dr. Vinodkumar M. Agarwal as an Independent Director.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").
c) Performance Evaluation of Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The way, the evaluation has been carried out has been explained in the Corporate Governance Report.
d) Payment of commission to Non-executive Directors
Consequent upon the approval of the members of the Company, your Company
pays commission to the Non-executive Directors (including Independent Directors) to the extent not exceeding 0.50% of the net profits of the Company for a financial year calculated as provided under the Companies Act, 2013 and rules made thereunder.
e) Remuneration Policy
The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.
The policy of the Company on directorsâ appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company. The highlights of the Remuneration Policy and other details are given in the Corporate Governance Report, which is forming part of Directors Report.
f) The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: http://www.ratnamani.com/ investors relations.html
g) The Company has undertaken Directors and Officers insurance for all the Directors of the Company pursuant to Regulation 25 (10) of SEBI (LODR) Regulations, 2015.
The following persons are the Key Managerial
Personnel of the Company pursuant to Section
2(51) and Section 203 of the Companies Act 2013,
read with the Rules framed thereunder.
1. Shri Prakash M. Sanghvi, Managing Director
2. Shri Jayanti M. Sanghvi, Joint Managing Director
3. Shri Shanti M. Sanghvi, Whole Time Director
4. Shri Vimal Katta, Chief Financial Officer
5. Shri Anil Maloo, Company Secretary & Compliance Officer
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profits of the Company for the financial year ended on March 31,2022.
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the Directors had prepared the Annual Accounts on a ''going concernâ basis.
e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Board of Directors met 4 (Four) times during the financial year 2021-22 and having gap of not more than 120 days between 2 (Two) consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are given in the Corporate Governance Report, which is forming part of this Report.
As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee and its
details are given in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee. Presently, Shri Divyabhash C. Anjaria is the Chairman of the Committee and Dr. Vinodkumar M. Agrawal, Shri Jayanti M. Sanghvi and Smt. Nidhi G. Gadhecha are the members of the Committee.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Kantilal Patel & Co., Chartered Accountants, (ICAI Firm Registration No. 104744W) Statutory Auditors of the Company shall hold office till conclusion of the 39th Annual General Meeting to be held in the calendar year 2023.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Your Company has received consent from M/s. N. D. Birla & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the financial year 2022-23 along with a certificate confirming their independence and armâs length relationship.
Your Directors have on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, as the Cost Auditors of the Company to audit the Cost accounts for the financial year 202223 on existing remuneration of ''.1,20,000/- plus taxes as applicable and out of pocket expenses subject to ratification of the remuneration by the Members in ensuing 38th Annual General Meeting. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, is included at Item No.4 of the Notice convening the 38th Annual General Meeting. The Cost Auditorsâ Report for the financial year 2021-22 does not contain any qualification, reservation or adverse remark.
Your Company is required to maintain the Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintain.
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, pursuant to the consent received, appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditor of the Company to conduct an audit of the secretarial records, for the financial year 2022-23.
The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. CRISIL has reaffirmed "AA/stable" rating for the Companyâs long-term borrowings and "A1 " for its short-term borrowings.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Companyâs Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the fast changing business requirements.
All the Business Heads/Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes under their respective department/functions are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
21. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOConservation of energy and technology absorption
Information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-"A" which is forming part of this report.
The Company has commissioned windmills at various places for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth.
Foreign Exchange Earnings and Outgo
The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned in Annexure-"A".
Your Company has an elaborate Risk Management procedure covering various Risks including Business, Operational, Financial, Sectoral, Market, Regulatory and Compliance, Sustainability, Human Resources, Information and Cyber Security and Strategic Risks and its Assessment, measurement and mitigation processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors.
Your Company has a Risk Management Committee in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key risks and mitigating actions are being placed before the Committee and the Board of Directors of the Company. As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.
23. SUBSIDIARY, IT''S PERFORMANCE AND CONSOLIDATED FINANCIAL STATEMENT
The Company has one Wholly Owned Subsidiary in the State of Texas, USA in the name "Ratnamani Inc." During the year under review, the performance of the subsidiary was lower due to lower crude prices and lower demand from Oil & Gas sector. As a consequence, the subsidiary recorded a profit of US $ 33,897.84 (equivalent to '' 25.20 Lakhs) for the year ended on March 31, 2022 (previous year a profit of US $ 13,962.00 (equivalent to
''10.38 Lakhs). A report on the performance and financial position of the subsidiary is given in Annexure-"B". Your Directors have pleasure in attaching the Consolidated Financial Statements for financial year ended March 31, 2022 pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and Indian Accounting Standards ("Ind AS") and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiary Company, as approved by their respective Board of Directors.
The Financial Statements as stated above are also available on the website of the Company and the same can be accessed at the web link: http://www.ratnamani. com/investors relations.html.
There is no Company, which has become or ceased to be subsidiary, joint venture or associate Company, of the Company. Your Company does not have any unlisted material subsidiary Company.
24. CORPORATE GOVERNANCE REPORT
Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with in letter and spirit. The details are given in Annexure-"C".
The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Secretarial Auditorâs Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and forms part of this Report. The Audit Committee has reviewed the Management Discussion and Analysis of financial conditions and results of operations during the year under review.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy may be accessed on the Companyâs website at the web link: http://www.ratnamani.com/ investors relations.html
The key philosophy of all CSR initiatives of the Company is guided by the Companyâs philosophy of giving back to the society as a responsible corporate citizen.
The Company has identified the following as focus areas of engagement:
a) Promoting education, including employment enhancing vocational skills and special education, with focus on children, women, elderly and the differently abled ones and also to actively support livelihood enhancement projects
b) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
c) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources, maintaining quality of soil, air and water, using green energy and taking other initiatives for environmental protection;
d) Promoting gender equality, empowering women, day care centres and measures for reducing inequalities faced by socially and economically backward groups;
e) Rural development projects;
f) Training to promote rural sports, nationally recognised sports, Paralympic and Olympic sports;
During the year, the Company has spent '' 495.29 Lakhs on CSR activities. The details of CSR activities and expenses are given in Annexure-"D".
The Annual Return in Form No. MGT-7 of the Company can be accessed from the website of the Company at http://www.ratnamani.com/investors relations. html#left-tab5.
I n terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure - "E" to this Report.
29. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT
A) In terms of Regulation 24A(1) of SEBI (LODR) Regulations, 2015 and pursuant to Section 204 (1) of the Companies Act, 2013, the Secretarial Audit Report for the financial year ended March 31,2022 is annexed with the Directorsâ Report and forms part of the Annual Report as given in Annexure-"F".
Further, the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except the following remark:
"There was a delay in furnishing prior intimation about the meeting of the board of directors by 2 days under Regulation 29(2) and a monetary fine of '' 10,000/- plus GST ('' 11,800/-) under SEBI-SOP was paid by the Company to each of BSE Limited and National Stock Exchange of India Limited on July 28, 2021 and the Board has taken note of same at its Meeting held on August 06, 2021."
I n this regard, it may be noted that the Company had given prior intimation of the date of Board meeting to the Stock Exchanges for consideration of inter alia Audited Financial Statements and Dividend for the financial year 2020-21. However, no prior intimation was given in respect of enabling resolution for approval of the members at the ensuing Annual General Meeting for raising of funds by way of issuance of NCDs/ Bonds on private placement basis. The Board of Directors took note of imposition of fine and payment thereof by the Company, at their meeting held on August 06, 2021.
B) In terms of Regulation 24A(2) of SEBI (LODR) Regulations, 2015, the Secretarial Compliance Report for the financial year ended March 31,2022 has been submitted to the Stock Exchanges by the Company. The said Secretarial Compliance Report may be accessed from the website of the Company at www.ratnamani.com
30. BUSINESS RESPONSIBILITY REPORT
As per the Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report containing a detailed overview of initiatives taken by your Company from Environmental, Social and Governance perspectives, is set out in a separate section included in this Annual Report and forms part of this Report.
A. Vigil Mechanism / Whistle Blower Policy
The Company has Vigil Mechanism/ Whistle Blower in the terms of the Company, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One may access the Chairman of the Audit Committee through an e-mail or a letter addressed to him, who is a designated director under the policy.
The Policy on vigil mechanism / whistle blower policy may be accessed on the Companyâs website at the web link: http://www.ratnamani.com/ investors relations.html
The Company has framed a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board and was hosted on the Companyâs website at web link: http://www. ratnamani.com/investors relations.html
All the related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Related Party Transactions are placed before the Audit Committee and also before the Board for its approval. The Audit Committee quarterly reviews all the related party transactions entered into by the Company.
Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 with Section 188(2) of the Companies Act, 2013 is mentioned in the form AOC - 2, which is given in Annexure - "G".
C. Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013
The Company is an equal opportunity Company and has zero tolerance for sexual harassment at
workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2021-22, there was no complaint/case of sexual harassment and hence no complaint remains pending as on March 31, 2022.
D. Disclosure of Events or Information
In compliance with Regulation 30 of SEBI (LODR) Regulations, 2015, your Company has formulated a policy for determination of materiality of events and pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said policy can be accessed from the website of the Company at http://www.ratnamani.com/ investors relations. html#left-tab2.
Your Company has authorised the Key Managerial Personnel (KMP) jointly and severally for the purpose of determining materiality of an event or information and making disclosures to the Stock Exchanges.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:
a) There has been no material change in the nature of business during the year under review.
b) No Issue of equity shares with differential rights as to dividend, voting or otherwise or issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.
c) There were no events to report that has happened subsequent to the date of financial statements and the date of this report.
d) Neither the Managing Director, Joint Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Companyâs operations in future.
f) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
g) There is no instance for one time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.
Place : Village: Indrad, Taluka: Kadi Date : May 18, 2022
Your Directors places on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companyâs success.
The Directors look forward to the continued support of all stakeholders in future also.
For and on behalf of the Board of Directors
PRAKASH M. SANGHVI Chairman and Managing Director DIN:00006354
Mar 31, 2021
Your Directors are pleased to present the 37th Annual Report of your Company along with the Audited Financial Statements of the Company for the year ended 31st March 2021:
('' in Crores)
1. FINANCIAL RESULTS AT A GLANCE
|
Particulars |
Standalone |
Consolidated |
||
|
FY 2020-21 | |
FY 2019-20 |
FY 2020-21 | |
FY 2019-20 |
|
|
Revenue from Operations |
2,298.13 |
2,585.68 |
2,298.13 |
2,585.68 |
|
Other Income |
43.41 |
59.30 |
43.41 |
59.30 |
|
Total Income |
2,341.54 |
2,644.98 |
2,341.54 |
2,644.98 |
|
Profit before Tax |
363.38 |
406.30 |
363.46 |
406.37 |
|
Less: Income tax expenses |
87.48 |
98.80 |
87.46 |
98.82 |
|
Profit After Tax |
275.90 |
307.50 |
276.00 |
307.55 |
2. OPERATIONAL REVIEW/STATE OF THE COMPANY''S AFFAIRS
During the year under review, the Company achieved Revenue from Operations of ''2,298.13 Crores compared to '' 2,585.68 Crores of the previous year. The total income on Standalone and Consolidated basis for the FY 2020-21 at ''2,341.54 Crores was lower by 11.47% compared to the total income of '' 2,644.98 Crores of the previous year; the profit after tax on standalone basis for the year was also lower by 10.28% at ''275.90 Crores compared to the previous year and profit after tax on the consolidated basis for the year was also lower by 10.26% at ''276.00 Crores, compared to the previous year.
There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.
3. IMPACT OF COVID-19 PANDEMIC:
With the easing of lockdown in various states of India and the increasing economic activities in phased manner, your Company has continued its assessment of likely adverse impact on economic environment in general and financial risks in particular on account of COVID-19. The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of property, plant and equipment, investments, inventories, receivables and other current assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions including conditions in India because of this pandemic, the Company has used internal and external sources on the expected future performance. There have been certain delays in finalization of orders at the customersâ end due to COVID-19 impacting the sales performance of the Company during the first half of
the year, however, the Company performed sensitivity analysis on the assumptions used and based on current estimates, expects the carrying amount of these assets are fully recoverable. The Company continues to regularly review and moderate its significant estimates, including regular discussions with its key customers and vendors. The Company believes that impact of COVID-19 on the Companyâs overall financial results is not material.
Your Company has continued to take several steps aimed at ensuring the safety of our employees, which include work from home, social distancing in the office premises, sanitization of our office premises, plant locations and Company vehicles, thermal screening for employees in the office premises, working at plants, providing sanitizers, masks, gloves, etc. to the employees.
Meanwhile, we are also finding new ways of managing the business and have been working on changes in the business-operating model, including the possibilities of increasing use of digital technology.
The Directors are pleased to recommend a dividend of '' 14.00 per Equity Share having face value of '' 2.00 each (i.e. 700% on the paid-up capital) for the financial year ended on 31st March, 2021. The total dividend payout for the FY 2020-21 shall be '' 6,541.92 Lakhs.
As per the Finance Act, 2020, now the Dividend is taxable in the hands of the Shareholders at the applicable tax rates of the respective shareholders. The dividend pay-out is in accordance with the Companyâs Dividend Distribution Policy. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of SEBI (LODR) Regulations, 2015 (as amended), is available at the web link http://www.ratnamani.com /investors relations.html.
5. TRANSFER TO RESERVES
Your Company does not propose to transfer any amount to any reserves of the Company for the year under review.
6. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31st March, 2021 was ''934.56 Lakhs divided into 4,67,28,000 Equity Shares of '' 2.00/- each. There was no change in the share capital of the Company during the year.
7. BORROWINGS
The Company has long-term borrowings outstanding amounting to ''19,639.66 Lakhs as on 31st March, 2021.
8. FIXED DEPOSITS
During the year under review, your Company has not accepted any deposit from the shareholders and public within the meaning of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL A) DIRECTORS:
a) Directors retiring by rotation:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Jayanti M. Sanghvi, Joint Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
b) Independent Directors:
Your Company has four Independent Directors including one Woman Independent Director. The Directors are appointed for the period of five years and they have been re-appointed for second term after taking approval of the Shareholders by way of Special Resolution.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In terms of Regulation 25 (8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence. Based on the declarations received from the IDâs, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015 and that they are independent of the management.
In terms of Regulation 17(1A) of SEBI (LODR) Regulations, 2015, the continuation of Directorship of any person as a Non-Executive Director who has attained the age of 75 Years requires approval of the Members by way of Special Resolution. The Nomination and Remuneration Committee and Board of the Directors have recommended the continuation of Directorship of Shri Divyabhash C. Anjaria as Non-Executive Independent Director who shall attain the age of 75 Years during the year. The Board, keeping in mind his rich experience, expertise, qualifications and active contribution, considered that his continued association would be immensely beneficial to the Company and it is desirable to continue to avail services of Shri Divyabhash C. Anjaria as an Independent Director.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").
c) Performance Evaluation of Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own
performance, the Directors individually as well as the evaluation of the working of its Committees. The way, the evaluation has been carried out has been explained in the Corporate Governance Report.
d) Payment of commission to Non-executive Directors
Your Company has proposed to pay commission to the Non-executive Directors (including Independent Directors) with effect from 1st April, 2021 to the extent not exceeding
0.50% of the net profits of the Company for a financial year calculated as provided under the Companies Act, 2013 and rules made thereunder, subject to necessary approval of the members of the Company at the ensuing Annual General Meeting.
e) Remuneration Policy
The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee.
The policy of the Company on directorsâ appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors are governed by the Nomination and Remuneration Policy of the Company. The detailed Policy may be accessed from the website of the Company. The highlights of the Remuneration Policy and other details are given in the Corporate Governance Report, which is forming part of Directors Report.
f) The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: http://www.ratnamani.com/investors relations.html
g) The Company has under taken Directors and Officers insurance for all the Directors of the
Company pursuant to Regulation 25 (10) of SEBI (LODR) Regulations, 2015.
The following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the Rules framed thereunder.
1. Shri Prakash M. Sanghvi, Chairman and
Managing Director
2. Shri Jayanti M. Sanghvi, Joint Managing
Director
3. Shri Shanti M. Sanghvi, Whole Time Director
4. Shri Vimal Katta, Chief Financial Officer
5. Shri Jigar Shah, Company Secretary &
Compliance Officer (upto 31st December, 2020)
6. Shri Anil Maloo, Company Secretary &
Compliance Officer (appointed w.e.f. 1st January, 2021)
11. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2021 and of the profits of the Company for the financial year ended on 31st March, 2021.
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the Directors had prepared the Annual Accounts on a ''going concernâ basis.
e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Board of Directors met 4 (Four) times during the FY 2020-21 and having gap of not more than 120 days between 2 (Two) consecutive Board Meetings. The details of the board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which is forming part of this Report.
As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee and its details are given in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee. Presently, Shri Divyabhash C. Anjaria is the Chairman of the Committee and Dr. Vinodkumar M. Agrawal, Shri Jayanti M. Sanghvi and Smt. Nidhi G. Gadhecha are the members of the Committee.
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. S R B C & Co., LLP, Chartered Accountants, (ICAI Firm Registration No. 324982E/E300003) holds office as the Joint Statutory Auditors of the Company till the conclusion of the ensuing 37th Annual General Meeting to be held in the calendar year 2021 and M/s. Kantilal Patel & Co., Chartered Accountants, (ICAI Firm Registration No. 104744W) as the Joint Statutory Auditors of the Company till the conclusion of the 39th Annual General Meeting to be held in the calendar year 2023.
Since, pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. S R B C & Co., LLP, Chartered Accountants (Firm Registration No.: 324982E/E300003) shall be completing the second term as the Joint Statutory Auditors of the Company at the conclusion of the 37th Annual General Meeting of the Company, the Board of Directors, pursuant to the recommendations of the Audit Committee, and looking to the current overall economic scenario, decided to continue with M/s. Kantilal Patel & Co., Chartered Accountants, Ahmedabad as the sole Statutory Auditors of the Company for the financial year 2021-22 onwards. The Board also decided not to propose appointment of any other firm as Joint Statutory Auditors in place of M/s. S R B C & Co., LLP Chartered Accountants, the retiring Joint Auditors of the Company.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).
The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
Your Company has received consent from M/s. N. D. Birla & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the financial year 2021-22 along with a certificate confirming their independence and armâs length relationship.
Your Directors have on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, as the Cost Auditors of the Company to audit the Cost accounts for the financial year 2021-22 on a remuneration of ''1,20,000/- plus taxes as applicable and out of pocket expenses subject to ratification of the said remuneration by the Members in ensuing 37th Annual General Meeting. Accordingly, a resolution seeking Membersâ ratification for the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants, is included at Item No.5 of the Notice convening the 37th Annual General Meeting. The Cost Auditorsâ Report for the financial year 2020-21 does not contain any qualification, reservation or adverse remark.
Your Company is required to maintain the Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013 and accordingly, such accounts and records are made and maintained.
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditor of the Company to conduct an audit of the secretarial records, for the financial year 2021-22. Your Company has received consent from M/s. M. C. Gupta & Co., Company Secretaries in practice to act as the Secretarial Auditor for conducting audit of the secretarial records for the financial year ending 31st March, 2022.
The Company complies with Secretarial Standards on Meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
The Company enjoys a good reputation for its sound financial management and its ability to meet financial obligations. CRISIL has reaffirmed "AA/stable" rating for the Companyâs long-term borrowings and "A1 " for its short-term borrowings.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Companyâs Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the changed business requirements.
All the Business Heads/Functional Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes under their respective departments/functions are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
21. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy and technology absorption
Information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-''Aâ which is forming part of this report.
The Company has commissioned windmills at various places for "Green Energy Generation", thus continuing
to contribute, in a small way, towards a greener and cleaner earth.
Foreign Exchange Earnings and Outgo
The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned in Annexure-"Aâ
Your Company has an elaborate Risk Management procedure covering Business Risk, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors. Your Company has already set up a Risk Management Committee in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key risks and mitigating actions are also placed before the Audit Committee and the Board of Directors of the Company.
As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.
23. SUBSIDIARY, IT''S PERFORMANCE AND CONSOLIDATED FINANCIAL STATEMENT
The Company has one Wholly Owned Subsidiary in the State of Texas, USA in the name "Ratnamani Inc." During the year under review, the performance of the subsidiary was lower due to lower crude prices and lower demand from Oil & Gas sector. As a consequence, the subsidiary recorded a profit of $ 13,962.00 (equivalent to '' 10.38 Lakhs) for the year ended on 31st March, 2021 (previous year a profit of $ 6,816.31 (equivalent to '' 4.72 Lakhs). A report on the performance and financial position of the subsidiary is given in Annexure-"Bâ Your Directors have pleasure in attaching the Consolidated Financial Statements for financial year ended 31st March, 2021 pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and Indian Accounting Standards ("Ind AS") and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of the Audited Financial Statements of the Company and its Subsidiary Company, as approved by their respective Board of Directors.
The Financial Statements as stated above are also available on the website of the Company and the same
can be accessed at the web link: http://www.ratnamani. com/investors relations.html.
There is no Company which has become or ceased to be a subsidiary, joint venture or associate Company of the Company. Your Company does not have any unlisted material subsidiary Company.
24. CORPORATE GOVERNANCE REPORT
Your Company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The details are given in Annexure-"C".
The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Secretarial Auditorâs Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and forms part of this Report. The Audit Committee has reviewed the Management Discussion and Analysis of financial conditions and results of operations during the year under review.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy may be accessed on the Companyâs website at the web link: http://www.ratnamani.com/ investors relations.html
The key philosophy of all CSR initiatives of the Company is guided by the Companyâs philosophy of giving back to the society as a responsible corporate citizen.
The Company has identified the following as focus areas of engagement:
a. Education : Access to quality education, training and skill enhancement.
b. Environment : Environmental sustainability, ecological balance, conservation of natural resources.
c. Rural Transformation : Provision of drinking water, sewage facilities, sanitation Facilities and roads
d. Health: Affordable solutions for healthcare through improved access and awareness.
e. The Company would also like to undertake need-based initiatives in future.
During the year, the Company has spent '' 328.43 Lakhs on CSR activities. The details of CSR activities and expenses are given in Annexure-"D".
The Annual Return in Form No.MGT-7 of the Company can be accessed from the website of the Company at http://www.ratnamani.com/investors relations. html#left-tab6.
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure - "E" to this Report.
29. SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT
A) In terms of Regulation 24A(1) of SEBI (LODR) Regulations, 2015 and pursuant to Section 204 (1) of the Companies Act, 2013, the Secretarial Audit Report for the financial year ended 31st March, 2021 is annexed with the Directorsâ Report and forms part of the Annual Report as given in Annexure-"F".
Further, the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer except the following remarks:
"There was a delay of 2 days under Regulation 34 in submission of Annual Report for the year 201920 and a monetary fine of '' 2,000/- per day plus GST (? 4,720/-) under SEBI-SOP was paid by the Company to each of BSE Limited and National Stock Exchange of India Limited on 12th January, 2021 and the Board has taken note of same in its Board Meeting held on 2nd February, 2021".
I n this regard, it may be noted that the Company had dispatched / circulated via email the Annual Report for the year 2019-20 to its members on 4th August, 2020 and placed the same on the website of the Company on the same day. However, due to inadvertence, the same was uploaded on the website of the Stock Exchanges on 6th August,
2020 with a delay of 2 days. Your Company has paid the fine imposed immediately on receipt of the intimation from both the stock exchanges. The Board of Directors on 2nd February, 2021 noted the same.
B) In terms of Regulation 24A(2) of SEBI (LODR) Regulations, 2015, the Secretarial Compliance Report for the financial year ended 31st March,
2021 has been submitted to the Stock Exchanges by the Company. The said Secretarial Compliance Report may be accessed from the website of the Company at www.ratnamani.com
30. BUSINESS RESPONSIBILITY REPORT
Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of the Business Responsibility Report ("BRR") as part of the Annual Report for top 1000 listed entities based on market capitalization. In compliance with the regulation, the Business Responsibility Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives. The same is set out in a separate section included in this Annual Report and forms part of this Report.
A. Vigil Mechanism / Whistle Blower Policy
The Company has Vigil Mechanism / Whistle Blower Policy in terms of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. One may access the Chairman of the Audit Committee through an e-mail or a letter addressed to him, who is a designated Director under the Policy.
The Policy on vigil mechanism and whistle blower policy may be accessed on the Companyâs website at the web link: http://www.ratnamani.com/ investors relations.html
The Company has framed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board and was hosted on the Companyâs website at web link: http://www.ratnamani.com/investors relations.html
All the related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All the Related Party Transactions are placed before the Audit Committee and also before the Board for its approval. The Audit Committee quarterly reviews all the related party transactions entered into by the Company.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Section 188(2) of the Companies Act, 2013 is mentioned in the form AOC - 2, which is given in Annexure - "G".
C. Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2020-21, there was no complaint/case of sexual harassment and hence no complaint remains pending as on 31st March, 2021.
D. Disclosure of Events or Information
I n compliance with Regulation 30 of SEBI (LODR) Regulations, 2015, your Company has formulated a policy for determination of materiality of events and pursuant to the same, the Company makes disclosures to the Stock Exchanges. The said policy can be accessed from the website of the Company at http://www.ratnamani.com/download/Code and Policy/Materiality Policy.pdf.
Your Company has authorized the Key Managerial Personnel (KMP) jointly and severally for the purpose of determining materiality of an event or information and making disclosures to the Stock Exchanges.
Your Directors state that no disclosure or reporting
is required in respect of the following items as
there were no transactions/instances on these
items during the year under review:
a) There has been no material change in the nature of business during the year under review.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.
c) There were no events to report that has happened subsequent to the date of financial statements and the date of this report.
d) Neither the Managing Director, Joint Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.
e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Companyâs operations in future.
f) There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
g) There is no instance for one time settlement with Banks or Financial Institutions. Hence, there is no question of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.
Your Directors place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companyâs success.
The Directors regret for the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked his/her life and safety to fight this Pandemic. The Directors look forward to the continued support of all the stakeholders in future also.
For and on behalf of the Board of Directors
PRAKASH M. SANGHVI Place : Ahmedabad Chairman and Managing Director
Date : 2nd June, 2021 DIN: 00006354
Mar 31, 2018
Directors'' Report
Dear Members,
The Directors are pleased to present the 34th Annual Report of your Company along with the Audited Financial Statements of the Company for the year ended 31st March, 2018.
1. FINANCIAL RESULTS AT A GLANCE (Rs, in Lacs)
|
Particulars |
Standalone |
Consolidated |
||
|
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
|
Revenue from Operations |
1,78,981 |
1,47,605 |
1,78,981 |
1,47,622 |
|
Other Income |
3,242 |
1,400 |
3,242 |
1,406 |
|
Total Income |
1,82,223 |
1,49,005 |
1,82,223 |
1,49,028 |
|
Profit before Tax |
22,788 |
20,546 |
22,786 |
20,522 |
|
Less: Income tax expenses |
7,609 |
6,116 |
7,609 |
6,116 |
|
Profit After Tax |
15,179 |
14,430 |
15,177 |
14,406 |
2. OPERATIONAL REVIEW/STATE OF THE COMPANY''S AFFAIRS
During the year under review, the Company has achieved turnover of Rs, 1789.81 Crores compared to the previous of Rs, 1476.05 Crores. The total income on Standalone basis for the F.Y. 2017-18 was Rs, 1822.23 Crores, increased by 22.29% compared to the total income of the previous year, while the profit after tax for the year was Rs, 151.79 Crores, also increased by 5.19% compared to the previous year.
The Consolidated Gross Revenue from operations for F.Y. 2017-18 was at Rs, 1789.81 Crores, increased by 21.24% and the Consolidated Profit after tax at Rs, 151.77 Crores was also higher by 5.35%
There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.
3. DIVIDEND
The Directors are pleased to recommend a dividend of Rs, 6.00 per Equity Share having face value of Rs, 2.00 each (i.e. 300% on the paid-up capital) for the financial year ended on 31st March 2018. The total dividend pay-out for the F.Y. 2017-18 shall be Rs, 2803.68 lacs comprising of dividend amounting to Rs, 2232.92 lacs and dividend tax of Rs, 570.76 lacs. The dividend payout is in accordance with the Company''s Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available at the web link http://www.ratnamani.com /investorsrelations.html
4. TRANSFERTORESERVES
Your company does not propose to transfer any amount to any reserves of the Company for the year under review.
5. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31st March, 2018 was Rs, 934.56 Lacs divided into 4,67,28,000 Equity Shares of Rs, 2.00 each.
6. FINANCE
The Company does not have any long-term borrowings as on date.
7. FIXED DEPOSITS
During the year under review, your Company has not accepted any deposits from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactments) for the time being in force).
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Directors
a) As required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particulars of Shri Shanti M. Sanghvi (DIN:00007955), Whole Time Director, seeking re-appointment at ensuing Annual General Meeting is annexed to the notice convening 34th Annual General Meeting.
The term of appointment of Shri Prakash M. Sanghvi, Managing Director, Shri Jayanti M. Sanghvi and Shri Shanti M. Sanghvi, Whole Time Directors is up to 31st October, 2018. Based upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 22nd May, 2018 has considered and approved the re-appointment of Shri Prakash M. Sanghvi as Managing Director, Shri Jayanti M. Sanghvi and Shri Shanti M. Sanghvi as Whole Time Directors for a further period of 5 (Five) consecutive years with effect from 1st November, 2018.
Further, the first term of appointment of Shri Divyabhash C. Anjaria, Shri Pravinchandra M. Mehta and Dr. Vinodkumar M. Agrawal, Independent Directors will be expiring at the ensuing 34th Annual General
Meeting. Based on their skills, experience, knowledge, performance, evaluation and recommendation of the the Nomination and Remuneration Committee and Board of Directors, it is proposed to re-appoint them for the second term of 5 (Five) consecutive years up to the conclusion of the 39th Annual General meeting to be held in the calendar year 2023.
The Company has also received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Their brief resumes, as required under Regulation 36 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, forms a part of the Notice of the 34th Annual General Meeting of the Company.
b) Performance Evaluation of Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The way the evaluation has been carried out has been explained in the Corporate Governance Report.
c) Remuneration Policy
The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee. The Remuneration Policy is incorporated in the Corporate Governance Report.
d) The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: http://www.ratnamani.com /investorsrelations.html
B) Key Managerial Personnel
During the year, there was no change amongst the Key
Managerial Personnel. The following persons are the Key
Managerial Personnel of the Company pursuant to Section
2(51) and Section 203 of the Companies Act 2013, read
with the Rules framed there under.
1. Shri Prakash M. Sanghvi, Managing Director
2. Shri Jayanti M. Sanghvi, Whole Time Director
3. Shri Shanti M. Sanghvi, Whole Time Director
4. Shri Vimal Katta, Chief Financial Officer
5. Shri Jigar Shah, Company Secretary & Compliance officer
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby states and confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profits of the Company for the financial year ended on 31st March 2018.
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the Directors had prepared the Annual Accounts on a going concern'' basis.
e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. BOARD MEETINGS
Four Meetings of the Board of Directors were held during the year. For further details, please refer the Corporate Governance Report, which forms a part of this report.
12. AUDIT COMMITTEE
As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee and its details are given in the Corporate Governance Report. The Board has accepted the recommendations of Audit Committee. Presently, Shri Divyabhash C. Anjaria is the Chairman of the Committee and Dr. V. M. Agrawal, Shri Jayanti M. Sanghvi and Smt. Nidhi G. Gadhecha are the members of the Committee.
13. STATUTORY AUDITORS
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. S.R.B.C. & Co., LL.P Chartered Accountants, have been appointed as Statutory Auditors of the Company to hold office till the conclusion of the 35th Annual General Meeting, as approved by the members at their 30th Annual General Meeting held on 11th September 2014.
Based upon the recommendation of the Audit Committee meeting held on 21st May, 2018, the Board of Directors at its meeting held on 22nd May, 2018 has considered and approved the appointment of M/s. Kantilal Patel & Co. Chartered Accountants, Ahmadabad as the Joint Statutory Auditors for a period of 5 (Five) years from the conclusion of the ensuing 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company to be held in the calendar year 2023, subject to the approval of the Shareholders.
Your company has received written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s. Kantilal Patel & Co., Chartered Accountants. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
14. COST AUDITORS
Your Directors have, on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, as the Cost Auditors of the Company to audit the Cost accounts for the financial year 2018-19 on a remuneration of '' 1,20,000/plus taxes as applicable and out of pocket expenses subject to ratification of the said remuneration by the Members in ensuing Annual General Meeting. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s. N.D. Birla & Co., Cost Accountants, is included at Item No.5 of the Notice convening the Annual General Meeting. The Cost Auditors'' Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remark.
Your company has received consent from M/s. N. D. Birla & Co., Cost Accountants, to act as the Cost Auditors for conducting audit of the cost records for the financial year 2018-19 along with a certificate confirming their independence and arm''s length relationship.
15. SECRETARIAL AUDITORS
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditors of the Company to conduct an audit of the secretarial records, for the financial year 2018-19. Your Company has received consent from M/s. M. C. Gupta & Co., Company Secretaries in practice to act as the Secretarial
Auditors for conducting audit of the secretarial records for the financial year ending on 31st March, 2019.
16. CREDIT RATING
CRISIL has reaffirmed "AA/stable" rating for the Company''s long-term borrowings and "A1 " for its short-term borrowings.
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Company''s Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the changed business requirements.
All the Business Heads / Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy and Technology Absorption
Information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-"A" forming part of this report.
The Company has commissioned windmills at various sites in Gujarat for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth.
19. RISK MANAGEMENT
Your company has an elaborate Risk Management procedure covering Business Risk, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors. Your company has already set up a Risk Management Committee in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The key risks and mitigating actions are also placed before the Audit Committee and the Board of Directors of the Company.
As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.
The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned in Annexure-"A".
20. SUBSIDIARY, ITS PERFORMANCE AND CONSOLIDATED FINANCIAL STATEMENT
The Company has one Wholly Owned Subsidiary in the State of Delaware, USA in the name "Ratnamani Inc" During the year under review, the performance of the subsidiary was not so good, it was declined due to lower crude prices and lower demand from Oil & Gas sector. As a consequence, the subsidiary recorded a loss of US $ 3052.50 (equivalent to (Rs, 1.95) Lacs) for the year ended on 31st March, 2018 [Previous Year Loss of US $ 36,130.02 (equivalent to (Rs, 23.98) Lacs)]. A report on the performance and financial position of the subsidiary is given in Annexure-"B". Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and Indian Accounting Standards ("Ind AS") for financial year ended 31st March, 2018 and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company and its subsidiary company, as approved by their respective Board of Directors.
The Financial Statements as stated above are also available on the website of the Company and the same can be accessed at the web link: http://www.ratnamani.com/ investors_ relations.html
21. CORPORATE GOVERNANCE REPORT
Your company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. The details are given in Annexure-"C".
The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.
The Board has also framed "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information". The Code casts obligations upon the Directors and Officers of the Company to prevent / preserve Price Sensitive Informations, which may likely to have a bearing on the share price of the Company. Those who are in the knowledge of any such information are prohibited to use such information for any personal purpose. Similarly, the Code also prescribes how such information needs to be handled, disclosed or made available to the Public through Stock
Exchanges, Company''s website, Press, Media, etc. The Company Secretary & Compliance Officer has been entrusted with the duties to ensure compliance.
The Board has received CEO/CFO Certification under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Secretarial Auditors'' Certificate regarding compliance of conditions of Corporate Governance are attached and forms part of the Annual Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and forms part of this Report.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy may be accessed on the Company''s website at the web link: http://www. ratnamani.com/ investors_ relations.html
The key philosophy of all CSR initiatives of the Company is guided by the Company''s philosophy of giving back to the society as a responsible corporate citizen.
The Company has identified the following as focus areas of engagement:
a. Education: Access to quality education, training and skill enhancement.
b. Environment: Environmental sustainability, ecological balance, conservation of natural resources.
c. Rural Transformation: Provision of drinking water, sewage facilities, sanitation Facilities and roads
d. Health: Affordable solutions for healthcare through improved access and awareness.
e. The Company would also like to undertake need-based initiatives in future.
During the year, the Company has spent '' 228.60 Lacs on CSR activities. The detail of CSR activities and expenses are given in Annexure-"D".
24. EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form No. MGT-9 of the Company is annexed herewith as Annexure- "E" to this Report.
25. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure - "F" to this Report.
26. SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed with the Directors'' Report and forms part of the Annual Report as given in Annexure-"G". Further, the Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
27. BUSINESS RESPONSIBILITY REPORT
Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 listed entities based on market capitalization. In compliance with this regulation, the Business Responsibility Report provides a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives. The same is set out in a separate section included in this Annual Report and forms part of this Report.
28. DISCLOSURES:
A. Vigil Mechanism
The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Protected disclosures can be made by a whistle blower through an e-mail, a letter to the Chairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the web link: http://www.ratnamani.com/investors_relations.html
B. Related Party Transactions
The Company has framed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is hosted o n th e C o m p a n y ''s w e b s i te a t w e b l i n k: http://www.ratnamani.com/investors_relations.html
All the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
All Related Party Transactions have been placed before the Audit Committee and also before the Board for approval.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 with Section 188(2) of the Companies Act, 2013 is mentioned in the form AOC - 2, which is given in Annexure - "H".
C. Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 :
The Company is an equal opportunity Company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2017-18, there was no complaint/case of sexual harassment and hence no complaint remains pending as on 31st March, 2018.
D. General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:
a) There has been no material change in the nature of business during the year under review.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.
c) There were no events to report that has happened subsequent to the date of financial statements and the date of this report.
d) Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Company''s operations in future.
APPRECIATION
Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and various stakeholders, such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to the continued support of all stakeholders in future also.
For and on behalf of the Board of Directors
PRAKASH M. SANGHVI
Place : Ahmedabad Chairman and Managing Director
Date : 22nd May, 2018 DIN: 00006354
Mar 31, 2017
Dear Members,
The Directors are pleased to present the 33rd Annual Report of your company along with the Audited Financial Statements of the Company for the year ended 3151 March, 2017.
During the year under review, the demand from Oil & Gas and Power sectors, main user sectors for the products of the Company, continued to remain at low levels as a result of continuing global economic conditions and delay in start of order cycle in respect of some of the major projects within the country. The commodity prices were also on the lower side during the year. These impacted performances of the Company adversely. The Total Income on Standalone basis for F.Y. 2016-17 at Rs, 1489.93 crores was lower by 18.84% compared to the total income of the previous year, while the Profit for the year at Rs, 144.30 crores was lower by 12.66% compared to the previous year.
1. FINANCIAL RESULTS AT A GLANCE
|
Standalone |
Consolidated |
|||
|
Particulars |
31st March, |
31st March, |
31st March, |
31st March, |
|
2017 |
2016 |
2017 |
2016 |
|
|
Revenue from Operations |
147,605 |
181,834 |
147,623 |
181,847 |
|
Other Income |
1388 |
1,749 |
1,388 |
1,749 |
|
Total Income |
148,993 |
183,583 |
149,011 |
183,596 |
|
Profit before Tax |
20,546 |
24,030 |
20,522 |
24,039 |
|
Less: Income tax expenses |
6,116 |
7,508 |
6,116 |
7,509 |
|
Profit After Tax |
14,430 |
16,522 |
14,406 |
16,530 |
2. OPERATIONAL Review/STATE OF THE COMPANY''S AFFAIRS
The Consolidated Gross Revenue from operations for F.Y. 2016-17 was at Rs, 1490.11 crores, lower by 18.84% and the Consolidated Profit after tax at Rs, 1440.60 crores was lower by 12.85%
There are no material changes or commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.
3. Dividend
The Directors are pleased to recommend a dividend of Rs, 5.50/- per Equity Share having face value of Rs, 2/- each (i.e. 275% on the paid-up capital) for the financial year ended on 31st March 2017 for consideration of the Members at the ensuing Annual General Meeting. The total dividend payout for F.Y. 2016-17 shall be Rs, 3093.24 lacs comprising of dividend amounting to Rs, 2570.04 lacs and dividend tax of Rs, 523.20 lacs.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. The Board of the Directors of the Company have formulated and approved the Dividend Distribution Policy and it is available on the Company''s website at the web link: http://www.ratnamani.com/investors_relations. html
4. TRANSFER TO Reserves
Your company does not propose to transfer any amount to any reserves of the Company for the year under review.
5. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31st March, 2017 was Rs, 934.56 Lacs divided into 4,67,28,000 Equity Shares of Rs, 2/- each.
6. FINANCE
The Company does not have any long-term borrowings as on date. The last two installments of the Long Term ECB taken by the Company have been paid during the year under review.
7. fixed DEPOSITS
During the year under review, your Company has not accepted any deposit from the shareholders and public within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactments) for the time being in force.
8. PARTICULARS OF LOANS, GUARANTEES OR Investments UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Directors
a) As required under Regulation 36(3) of the SEBI (LOADR) Regulations, 2015, particulars of Shri Jayanti M. Sanghvi (DIN: 00006178), Whole Time Director, seeking re-appointment at ensuing Annual General Meeting is annexed to the notice convening 33rd Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (LOADR) Regulations, 2015. The Independent Directors of your Company hold office up to the conclusion of the 35th Annual General Meeting of the Company to be held in the calendar year
2019 and are not liable to retire by rotation and they are not disqualified.
b) Performance Evaluation of Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 16 of SEBI (LOADR) Regulations, 2015 the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The way the evaluation has been carried out has been explained in the Corporate Governance Report.
c) Remuneration Policy
The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration as recommended by the Nomination & Remuneration Committee. The Remuneration Policy is incorporated in the Corporate Governance Report.
d) The detailsof programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the web link: http://www.ratnamani.com / investorsrelations.html
B) Key Managerial Personnel
During the year, there was no change amongst the Key Managerial Personnel. The following persons are the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act 2013, read with the Rules framed there under.
1. Shri Prakash M. Sanghvi, Managing Director
2. Shri Jayanti M. Sanghvi, Whole time Director
3. Shri Shanti M. Sanghvi, Whole time Director
4. Shri Vimal Katta, CFO
5. Shri Jigar Shah, CS & Compliance officer
10. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the
Companies Act, 2013, the Board of Directors hereby states and confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures.
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2017 and of the profits of the Company for the financial year ended on 31st March 2017.
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the Directors had prepared the Annual Accounts on a ''going concern'' basis.
e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. BOARD MEETINGS
Four Meetings of the Board of Directors were held during the year. For further details, please refer Corporate Governance Report.
12. AUDIT COMMITTEE
As provided in Section 177(8) of the Companies Act, 2013, the information about Audit Committee and its details are given in the Corporate Governance Report. The Board has accepted the recommendations of Audit Committee. Presently, Shri Divyabhash
C. Anjaria is the Chairman of the Committee and Dr. V. M. Agrawal, Shri Jayanti M. Sanghvi and Smt. Nidhi G. Gadhecha is the members of the Committee.
13. STATUTORY AUDITORS
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. Mehta Lodha & Co., Chartered Accountants and M/s. S.R.B.C. & Co., LL.P. Chartered Accountants, Joint Statutory Auditors of the Company, have been appointed as Joint Statutory Auditors of the Company to hold office till the conclusion of the 33rd and 35th Annual General Meeting respectively, as approved by the members at their 30th Annual General Meeting held on 11th September 2014.
Pursuant to the requirements of Section 139(1) of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. As per provisions of the Companies Act, 2013, an audit firm functioning as auditor of the Company for ten years or more as on commencement of provisions of Section 139(2) of the Companies Act, 2013 may be appointed in the same Company for a further period up to three years from 1st April, 2014. As maximum statutory tenure of M/s. Mehta Lodha & Co. Chartered Accountants to continue, as auditors will be ending at the ensuing AGM, hence they are not eligible to be considered for re-appointment at the ensuing AGM of the Company.
The Board appreciates the valuable support and guidance given by them during their tenure as Joint Statutory Auditors of the Company.
The members are requested to ratify the appointment of M/s. S.R.B.C. & Co., LL.P. Chartered Accountants, as Statutory Auditors of the Company for the F.Y. 2017-18.
Your company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) for the time being in force), from M/s.
S.R.B.C. & Co., LL.P., Chartered Accountants. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the Listing Regulations.
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force).
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
14. COST AUDITORS
Your Directors have, on the recommendation of the Audit Committee, appointed M/s. N. D. Birla & Co., Cost Accountants, to audit the Cost accounts of the Company for the financial year 2017-18 on a remuneration of Rs, 1,00,000/- plus taxes as applicable and out of pocket expenses, subject to ratification of the said remuneration by the Members in ensuing Annual General Meeting. Accordingly, a Resolution seeking Members'' ratification for the remuneration payable to M/s. N.D. Birla & Co., Cost Accountants, is included at Item No.5 of the Notice convening the Annual General Meeting. The Cost Auditors'' Report for the financial year 2016-17 does not contain any qualification, reservation or adverse remark.
Your company has received consent from M/s. N. D. Birla & Co., Cost Accountants, to act as the Cost
Auditors for conducting audit of the cost records for the financial year 2017-18 along with a certificate confirming their independence and arm''s length relationship.
15. SECRETARIAL AUDITORS
In terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors has appointed M/s. M. C. Gupta & Co., Company Secretaries in practice as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2017-18.
Your company has received consent from M/s. M. C. Gupta & Co., Company Secretaries in practice to act as the secretarial auditors for conducting audit of the secretarial records for the financial year ending 31st March, 2018.
16. CREDIT RATING
CRISIL has reaffirmed "AA/stable" rating for the Company''s long-term borrowings and "A1 " for its short-term borrowings.
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm namely M/s. G. K. Choksi & Co., Chartered Accountants. The internal control systems are regularly being reviewed by the Company''s Internal Auditors with a view to evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the changed business requirements.
All the process owners are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
18. PARTICULARS OF Conservation OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN Exchange EARNINGS AND OUTGO
Conservation of Energy and Technology Absorption
Information required under Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, as amended from time to time is given in Annexure-"A" forming part of this report.
The Company has commissioned windmills at various places for "Green Energy Generation", thus continuing to contribute, in a small way, towards a greener and cleaner earth.
19. RISK MANAGEMENT
Your company has an elaborate Risk Management procedure covering Business Risk, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis within the risk appetite as approved from time to time by the Board of Directors. Your company has already set up a Risk Management Committee in accordance with the requirements of SEBI (LOADR) Regulations, 2015. The key risks and mitigating actions are also placed before the Audit Committee and the Board of Directors of the Company.
As on the date of this report, the Company does not foresee any critical risk, which threatens its existence.
The details of foreign exchange earnings and outgo as required under Section 134 and Rule 8(3) of Companies (Accounts) Rules, 2014 are mentioned in Annexure - "A".
20. PERFORMANCE OF THE SUBSIDIARY Ratnamani INC.
The Company had recorded a loss of US$ 36,130.02 (equivalent to Rs, (23.98) Lacs) for the year ended on 31 March, 2016 [Previous Year : Profit of Rs. US$ 11,246.22 (equivalent to Rs, 7.33 Lacs)]
21. SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENT
The Company has one Wholly Owned Subsidiary in the State of Delaware, USA in the name "Ratnamani Inc." During the year under review the performance of the Company had declined due to lower crude prices. A report on the performance and financial position of the subsidiary is given in Annexure - "B". Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Regulation 33 of SEBI (LOADR) Regulations, 2015 which have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and Indian Accounting Standards ("Ind AS") for financial year ended 31 st March, 2017 and approved by the Board. These Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiary company, as approved by their respective Board of Directors.
The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link: http://www.ratnamani. com/shareholders information.html
22. CORPORATE Governance REPORT
Your company is committed to good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27 of SEBI (LOADR) Regulations, 2015 are complied with. The details are given in Annexure -"C".
The Board has framed Code of Conduct for all Board members and Senior Management of the Company and they have affirmed the compliance during the year under review.
The Board has also framed "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information". The Code casts obligations upon the Directors and Officers of the Company to prevent / preserve Price Sensitive Informationâs, which may likely to have a bearing on the share price of the Company. Those who are in the knowledge of any such information are prohibited to use such information for any personal purpose. Similarly, the Code also prescribes how such information needs to be handled, disclosed or made available to the Public through Stock Exchanges, Company''s website, Press, Media, etc. The Company Secretary & Compliance Officer has been entrusted with the duties to ensure compliance.
The Board has received CEO/CFO Certification under Regulation 17(8) of SEBI (LOADR) Regulations, 2015.
As per SEBI (LOADR) Regulations, 2015, the Corporate Governance Report and the Secretarial Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached and form part of the Annual Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report is set out in a separate section included in this Annual Report and forms part of this Report.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy may be accessed on the Company''s website at the web link: http://www.ratnamani.com/ investors_relations.html
The key philosophy of all CSR initiatives of the Company is guided by the Company''s philosophy of giving back to the society as a responsible corporate citizen.
The Company has identified the following as focus areas of engagement:
a. Education : Access to quality education, training and skill enhancement.
b. Environment: Environmental sustainability, ecological balance, conservation of natural resources.
c. Rural Transformation : Provision of drinking water, sewage facilities, sanitation Facilities and roads
d. Health : Affordable solutions for healthcare through improved access & awareness.
e. The Company would also like to undertake need-based initiatives in future.
During the year, the Company has spent Rs,230.59 Lacs on CSR activities. The details of CSR activities and expenses are given in Annexure -"D".
25. EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form No. MGT-9 of the Company is annexed herewith as Annexure- "E" to this Report.
26. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in Annexure - "F" to this Report.
27. SECRETARIAL AUDIT REPORT
The Secretarial Audit Report for the financial year ended 31st March, 2017 is annexed with the Directors'' Report and forms part of the Annual Report as given in Annexure-"G".
28. BUSINESS RESPONSIBILITY REPORT
Regulation 34(2)(f) of the SEBI (LOADR) Regulations, 2015 mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 listed entities based on market capitalization. In compliance with this regulation, the Business Responsibility Report providing a detailed overview of initiatives taken by your Company from environmental, social and governance perspectives. The same is set out in a separate section included in this Annual Report and forms part of this Report.
29. DISCLOSURES:
A. vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Companies Act, 2013. Protected disclosures can be made by a whistle blower through an e-mail, a letter to the Chairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the web link: http://www. ratnamani.com/investors_relations.html
B. Related Party Transactions
The Company has framed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is hosted on the Company''s website at web link: http://www.ratnamani.com/investors_relations. html
All the related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company as per the Companies Act, 2013 and SEBI (LOADR) Regulations, 2015.
All Related Party Transactions have been placed before the Audit Committee and also before the Board for approval.
Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 with Section 188(2) of the Companies Act, 2013 is mentioned in the form AOC - 2, which is given in Annexure - "H".
C. Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013:
The Company is an equal opportunity company and has zero tolerance for sexual harassment at workplace. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2016-17, there was no complaint of sexual harassment and hence no complaint remains pending as on 31st March, 2017.
D. General
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/instances on these items during the year under review:
a) There has been no material change in the nature of business during the year under review.
b) Issue of equity shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.
c) There were no events to report that has happened subsequent to the date of financial statements and the date of this report.
d) Neither the Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
e) No significant or material orders were passed by the Regulators or Courts or Tribunals, which affect the going concern status and Company''s operations in future.
APPRECIATION
Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and various stakeholders, such as shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to the continued support of all stakeholders in future also.
For and on behalf of the Board of Directors
PRAKASH M. SANGHvi
Place : Ahmedabad Chairman and Managing Director
Date : 17th May, 2017 DIN: 00006354
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting the 31 st Annual Report of
your company along with the Audited Financial Statements of the Company
for the year ended 31 st March 2015,
1. Financial Results at a Glance
(Rs. in lacs)
Particulars Financial Year Financial Year
ended ended
31st March, 15 31st March, 14
Net Revenue from Operations 167555.32 135296.00
Profit before Depreciation and Tax 31508.70 26008.67
Profit before Tax 26072.98 21422.19
Profit after Tax 17250.80 14280.82
Add: Balance brought forward from
previous year 19959.07 17136.03
Amount available for appropriation 37209.87 31416.85
Appropriations
Proposed Dividend 2570.04 2100.76
Tax on Dividend 523.20 357.02
General Reserve 10000.00 9000.00
Closing Balance 24116.63 19959.07
Earning Per Equity Share (EPS) of
face value of Rs. 2 each(diluted) 36.94 30.49
2. Operational Review/ State ot the Company''s affairs
During the year under review, global economy continued to remain under
pressure. The growth rates fell mainly in all the emerging economies,
and the major economies such as China, Japan and Euro zone showed signs
of slow down. USA was better placed amongst the developed economies.
Within the country, there were signs of improvement post formation of
the new Government in the Center and ours was one of the better
performing economies growing by 7.2% compared to 6.9% in 2013-14.
During the year under review, the Company has not changed any of its
Business.
Lower crude prices and the initial positive sentiments due to a new
government being in the Center helped improving the general economic
scene. Lower inflation and resultant moderate reduction in effective
interest rates also helped to some extent. However, the major revival
of the economy In general is yet to take place. Notwithstanding these
not so positive economic conditions, your company was in a position to
perform relatively better, mainly because of orders from infrastructure
and Oil & Gas projects. During this year, your companys net revenues
grew by 23.84% while Profit Before Tax grew by 21.71 %. The Profit
After Tax was higher by 20.80%.
3. Dividend
The Board is pleased to recommend a dividend of Rs. 5.50/- per Equity
Share having face value of Rs. 2/- each (i.e. 275% on the paid-up
capital) for the year ended 31s1 March 2015 for consideration of the
Members at the ensuing Annual General Meeting. The total dividend
payout for the financial year 2014-15 shall be Rs. 3093.24 lacs
comprising of dividend amounting to Rs. 2570.04 lacs and dividend tax of
Rs.523.20 lacs.
4. Transfer to General Reserve
A sum of X10,000 lacs has been transferred to the General Reserve of
the Company for the financial year 2014-15.
5. Share Capital
The paid up Equity Share Capital as on March 31,2015 was Rs. 934.56 Lacs.
6. Allotment of shares under employee stock options
During the year under review, 44,550 equity shares were allotted on
exercise of the options granted under ESOS, 2006. Total 5,22,000
options lapsed on expiration of the scheme on 31 st October, 2014,
7. Finances
The Company has repaid the installments of Long Term ECB amounting to Rs.
818.00 Lacs during the current year. The outstanding amount of Long
Term ECB as on 31 st March, 2015 was equivalent to Rs. 1681.60 Lacs.
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial
year to which these financial statements relate and the date of this
Report,
8. Fixed Deposits
Your Company has not invited or accepted any deposits from the
shareholders and public during the year. There are no outstanding and
overdue deposits as at 31 st March, 2015,
9. Particulars of loans, guarantees or investments under Section 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
10. Directors and Key Managerial Personnel A) Directors
a) Shri Jayanti. M. Sanghvi will retire at the forthcoming Annual
General Meeting of the Company and being eligible, offers himself for
reappointment.
b) Pursuant to the Provisions of Sections 149,152 and other applicable
provisions of the Companies Act, 2013 and the rules made thereunder,
read with Schedule IV to the Companies Act,2013, your Directors
appointed Smt. Niddhi G. Gadhecha as an Additional Director of the
Company to hold office upto the ensuing Annual General Meeting,
The Company has received notice together with requisite deposit of X1
Lac under Section 160 of the Companies Act, 2013, from a member of the
Company proposing the candidature of Smt. Niddhi G. Gadhecha as an
Independent Director, for a continuous term upto the conclusion of 35th
Annual General Meeting to be held in the Year 2019, Her office as
Independent Director shall not be subject to retirement by rotation.
Details of the proposal for appointment of Smt. Niddhi G. Gadhecha are
mentioned in the Explanatory Statement under Section 102 of the
Companies Act, 2013 of the Notice of the ensuing Annual General
Meeting.
c) The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as per Section 149 (6) of the Companies Act, 2013 and
Clause 49 of the Listing Agreement with the Stock Exchanges.
d) Annual Evaluation of Directors
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of Its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report,
METALS
e) Remuneration Policy
The Board has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration as recommended by
the Nomination & Remuneration Committee. The Remuneration Policy is
stated in the Corporate Governance Report.
f) The details of programmes for familiarisation of Independent
Directors with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are put up on the
website of the Company at the link: http://www.
ratnamani.com/investors_relations. html
B) Key Managerial Personnel
Mr. Rajeev Mundra has been appointed as a Company Secretary and
Compliance officer of the Company in the Board meeting held on 21 st
May, 2014 and resigned in the Board meeting held on 7th August, 2015.
Mr. Jigar Shah has been appointed as a Company Secretary and Compliance
officer with effect from 20th August, 2015.
11. Statutory Auditors
In compliance with the Companies (Audit and Auditors) Rules,2014, M/s.
Mehta Lodha & Co., Chartered Accountants and M/s. S.R.B.C & Co. LLP,
Chartered Accountants, Statutory Auditors of the Company, have been
appointed as Statutory Auditors of the Company to hold office till the
conclusion of the 33rd and 35th Annual General Meeting respectively, as
approved by the members at their 30th Annual General Meeting held on 11
th September, 2014.
Further, pursuant to the requirement of Section 139 of the Companies
Act, 2013, the appointment of Statutory Auditors is to be ratified by
the members at every Annual General Meeting. Members are requested to
ratify their appointment for the F.Y. 2015-16,
The Notes on financial statement referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments. The
Auditors'' Report does not contain any qualification, reservation or
adverse remark.
12. Cost Auditors
Your Directors have, on the recommendation of the Audit Committee,
appointed M/s N. D. Birla & Co., Cost Accountants to audit the Cost
accounts of the Company for the financial year 2015-16 on a
remuneration of Rs. 1,00,000/- plus taxes as applicable and out of pocket
expenses. As required under the Companies Act, 2013, the remuneration
payable to the Cost Auditors is required to be placed before the
Members in a general meeting for their ratification. Accordingly, a
Resolution seeking Members'' ratification for the remuneration payable
to M/s N.D. Birla & Co., Cost Accountants is included at item No. 6 of
the Notice convening the Annual General Meeting. The Cost Auditors''
Report does not contain any qualification, reservation or adverse
remark,
13. Secretarial Audit Report
In line with the requirements of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with other applicable provisions, if any;
the Board of Directors of the Company had appointed M/s M. C. Gupta &
Co. Company Secretaries to conduct Secretarial Audit of the Company
for the financial year 2014-15. The Secretarial Audit Report for the
financial year ended March 31, 2015 is annexed with the Directors''
Report and forms part of the Annual Report as given inAnnexure-"H",
14. Credit Rating
CRISIL has upgraded the rating for the Companys long-term borrowings to
"AA" from "AA(-)" and reaffirmed "Al " (Al plus) for its short-term
borrowings.
15. Subsidiaries and Consolidated Financial Statement
During the year under review, the Company has setup a Wholly Owned
Subsidiary in the State of Delaware, USA in the name "Ratnamani Inc". A
report on the performance and financial position of the subsidiary is
given in Annexure-"B". Your Directors have pleasure in attaching the
Consolidated Financial Statements pursuant to Clause 32 read with
Clause 41 of the Listing Agreement entered into with the Stock
Exchanges and prepared in accordance with Accounting Standard 21
(Consolidated Financial Statements) of the Institute of Chartered
Accountants of India, for financial year ended March 31, 2015. The
Consolidated Financial Statements presented by the Company include
financial results of its subsidiary company
16. Particulars of Employees
The information reguired pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is set out in
Annexure-"F" forming part of this report.
17. Risk Management
Your company has an elaborate Risk Management procedure covering
Business Risk, Operational Controls Assessment and its Policy and
Compliance processes. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a
continuing basis. Some of the identified risks relate to currency
exchange and raw material cost volatility. Your company has set up a
new Risk Management Committee in accordance with the requirements of
Listing Agreement to monitor the risks and their mitigating actions.
The key risks and mitigating actions are also placed before the Audit
Committee of the Company.
Foreign Exchange transactions are fully covered with strict limits
placed on the amount of uncovered exposure, if any, at any point in
time. There are no materially significant uncovered exchange rate risks
In the context of companys imports and exports. The Company accounts
for mark-to-market gains or losses every quarter end, in line with the
requirements of Accounting Standard 11. The details of foreign exchange
earnings and outgo as required under Section 134 and Rule 8(3) of the
Companies (Accounts) Rules, 2014 are mentioned in Annexure-''A",
18. Internal Control Systems and Their Adequacy
The Company has Internal Control Systems, commensurate with the size,
scale and complexity of its operations. The Internal Audit function is
handled by an external firm namely M/s. G. K. Choksi & Co. Chartered
Accountants. The internal control systems are regularly being reviewed
by the Companys Internal Auditors with a view of ensure that these are
working properly and wherever required, are modified / tighten to meet
the changed business requirements, All the process owners are
certifying the compliance to all applicable rules, regulations and laws
every quarter to the Board and are responsible to ensure that internal
controls over all the key business processes are operative. The scope
of the Internal Audit is defined and reviewed every year by the Audit
Committee and inputs, wherever required, are taken from the Statutory
Auditors,
The Internal Auditors look into and evaluate the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of Internal Auditors, major audit
observations and corrective actions thereon are presented to the Audit
Committee of the Board.
19. Directors'' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors hereby states and confirms that:
a. in the preparation of the annual accounts, the applicable
Accounting Standards had been followed, along with proper explanations
relating to material departures.
b. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profits of
the Company for that period,
c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d. the Directors had prepared the Annual Accounts on a ''going concern1
basis.
e. the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
f. the Director had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
20. Corporate Governance Report and Management''s Discussion and
Analysis Report
Your company is committed to the tenets of good Corporate Governance
and has taken adequate steps to ensure that the requirements of
Corporate Governance as laid down in Clause 49 of the Listing Agreement
are complied with. The details are given in Annexure-"C".
The Board has framed Code of Conduct for all Board members and Senior
Management of the Company and they have affirmed the compliance during
the year under review,
The Board has also framed "Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information". The Code casts
obligations upon the Directors and Officers of the Company to preserve
Price Sensitive Information, which may likely to have a bearing on the
share price of the Company. Those In the knowledge of any such
information are prohibited to use such Information for any personal
purpose, Similarly, the Code also prescribes how such information needs
to be handled, disclosed or made available to the Public through Stock
Exchanges, Companys web site. Press, Media, etc. The Company Secretary
has been entrusted with the duties to ensure compliance.
The Board has received CEO/CFO Certification under sub-clause V of the
Clause 49 of the Listing Agreement.
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
Corporate Governance Report, Management Discussion and Analysis and the
Secretarial Auditor''s Certificate regarding compliance of conditions of
Corporate Governance are attached and form part of the Annual Report.
21. Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and outgo
Information required under Section 134 (3) (m) of the Companies Act,
2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, as
amended from time to time is given in Annexure-"A" forming part of this
report.
The Company has commissioned windmills at various places for "Green
Energy Generation", thus continuing to contribute, in a small way,
towards a greener and cleaner earth,
22. Corporate Social Responsibility (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has
formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Companys website at the link:
http://www.ratnamani.com / corporate_social_responsibility. html
The key philosophy of all CSR initiatives of the Company is guided Py
the Companys philosophy of giving backto the society as a responsible
corporate citizen,
The Company has identified the following as focus areas of engagement:
a. Education: Access to quality education, training and skill
enhancement.
b. Environment: Environmental sustainability, ecological balance,
conservation of natural resources.
c. Rural Transformation: Provision of drinking water, sewage
facilities, sanitation facilities and roads.
d. Health: Affordable solutions for healthcare through improved access
and awareness.
e. The Company would also like to undertake other need-based
initiatives in future.
During the year, the Company has spent Rs. 157.46 lacs out of Rs. 362.20
lacs (2% of the average net profits of last three financial years) on
CSR activities. The Annual Report on CSR activities is annexed herewith
marked as Annexure-"D". The reasons for not spending total amount are
mention therein,
23. DISCLOSURES:
Vigil Mechanism
The vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, Protected disclosures
can be made by a whistle blower through an e-mail, or a letter to the
Chairman of the Audit Committee,
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Companys website at the link: http://www.ratnamani.com /
downloads / investorsjnformation / VIGIL%20MECHANISM- POLICY.pdf
Related Party Transactions
All the related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There were no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company,
All Related Party Transactions have been placed before the Audit
Committee and also the Board for approval.
The Company has framed a Related Party Transactions Policy for the
purpose of identification and monitoring of such transactions. The
policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website at link http://ratnamani.com /
downloads / investors Jnformation/RELATEDJ3ARTY_TRA_POUCY. pdf.
Since all related party transactions entered into by the Company were
in ordinary course of business and were on an arm''s length basis, form
AOC - 2 is not applicable to the Company.
Meetings of the Board
Five meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance on page
no. 24 of this Annual Report.
Extract of Annual Return
Extract of Annual Return in Form No. MGT-9 of the Company is annexed
herewith as Annexure-"E" to this Report.
Sexual Harassment Of Women At Workplace (Prevention, Prohibition And
Redressal) Act, 2013
The Company is an equal opportunity company and has zero tolerance for
sexual harassment at workplace, It has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder,
During the financial year 2014-15, there was no complaint/case of
sexual harassment and hence no complaint remains pending as of 31
March, 2015,
General
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions /
instances on these items during the year under review:
a. Issue of equity shares with differential rights as to dividend,
voting or otherwise,
b. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOS referred to in this
Report,
c. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries,
d. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and companys
operations in future.
Appreciation
Your Directors wish to place on record their gratitude for the valuable
guidance and support rendered by the Government of India, various State
Government departments, Financial Institutions, Banks and various
stakeholders, such as, shareholders, customers and suppliers, among
others, The Directors also commend the continuing commitment and
dedication of the employees at all levels, which has been critical for
the Companys success. The Directors look forward to continued support
of all stakeholders in future also.
For and on behalf of the Board of Directors
Place : Ahmedabad Prakash M. Sanghvi
Date : August 7, 2015 Chairman and Managing Director
DIN :00006354
Mar 31, 2014
Dear Shareholders,
The Directors are pleased to present the 30th Annual Report and the
Audited Financial Statements of the Company for the year ended 31 st
March 2014,
FINANCIAL RESULTS AT A GLANCE
(Rs. in lacs)
Particulars Financial Year Financial Year
ended ended
31 st March, 14 31st March, 13
Net Revenue from Operations 132610.49 120112.75
Profit before Depreciation and Tax 26008.67 24398.38
Profit before Tax 21422.19 20151.13
Profit after Tax 14280.82 13595.00
Add: Balance brought forward from
previous year 17136.03 11713.18
Amount available for appropriation 31416.85 25308.18
Appropriations
Proposed Dividend 2100.76 1856.62
Tax on Dividend 357.02 315.53
General Reserve 9000.00 6000.00
Closing Balance 19959.07 17136.03
Earning Per Equity Share (EPS) of face
value of Rs. 2 each (diluted) 30.49 29.14
Dividend
Your Directors are pleased to recommend a dividend of Rs. 4.50/- per
Equity Share having face value of Rs. 21- each for the year ended 31st
March 2014 (previous year Rs. 4 per Equity Share) for consideration of
the Members at the ensuing Annual General Meeting. Total outgo on this
account, including tax thereon, will beRs. 2457.78 lacs.
Transfer to General Reserve
A sum of Rs.9000 lacs has been transferred to the General Reserve of the
Company for the financial year 2013-14.
Operational Review
Operating in a volatile and uncertain environment, the company
demonstrated the resilience of its business model. The Company has
achieved net revenue from operations of Rs. 1,32,610.49 Lacs compared to
previous year''s Rs. 1,20,112.75 Lacs registering a growth of 10,4%.
Profit Before Tax at Rs. 21,422.19 Lacs was higher by 6.3% compared to Rs.
20,151.13 Lacs in 2012-13. Profit After Tax was Rs. 14,280.82 Lacs in
2013-14 as compared toRs. 13,595.00 Lacs in 2012-13 registering a growth
of 5.04%.
Operations
Your company is enjoying a leadership position in industrial high-end
application Stainless Steel Tubes & Pipes and Carbon Steel Pipes within
the country and the focus has been to continuously build upon this
strength. The Company has been investing in incremental capacity
built-up, expanding the product range and the latest testing facilities
every year. The products of the Company have found acceptance in well
developed markets viz. Japan, South Korea, USA, Europe, etc. This has
helped In ensuring a consistent performance notwithstanding the gloomy
economic situation within the country and overseas during major part of
last financial year,
Projects Under Implementation
The Company has undertaken a project to increase its existing capacity
in Stainless Steel Seamless Tubes by approx Rs. 4200 MT p.a. at Indrad
at a cost of approx Rs. 110 crores during the year 2012-13. Major part of
CAPEX has been done and production has already been started. It is
expected to be fully commissioned by September/ October 2014.
Transfer to Investor Education and Protection
Pursuant to Section 205C of Companies Act, 1956, the Company has
transferred unpaid/unclaimed final dividend for financial year upto
2005-06 to Investor Education and Protection Fund of Government of
India, The details including last date of claiming of unclaimed /
unpaid dividend amount is given at the end of the Notice of the Annual
General Meeting,
Listing
The eguity shares continue to be listed on BSE Limited (BSE) and the
National Stock Exchange of India (NSE), The Company has paid annual
listing fee for the financial year 2014-15 to BSE & NSE and annual
custody fee to National Securities Depository Limited and Central
Depository Services (India) Limited.
Fixed Deposits
Your Company has not invited or accepted any deposits from the
shareholders and public during the year,
DIRECTORS
In accordance with the reguirement of the Section 149 and 152 read with
Schedule IV and all other applicable provisions of the Companies Act,
2013 and the Companies (Appointment and Qualification of Directors)
Rules, 2014 (including any statutory modlflcatlon(s) or re-enactment
thereof for the time being in force ) and Clause 49 of the Listing
Agreement, Shri Shanti M. Sanghavi is liable to retire by rotation and
being eligible, offer himself for re-appointment at the ensuing Annual
General Meeting. Shri Shant M, Sanghvi is related to Shri Prakash M.
Sanghvi and Shri Jayanti M. Sanghvi, being brothers.
Shri Divyabhash C, Anjaria, Dr. Vinod Kumar M. Agrawal and Shri.
Pravlnchandra M. Mehta are proposed to be appointed as Independent
Directors of the Company under section 149 of the Companies Act, 2013
and are not related to any Director of the Company,
The notice convening the Annual General Meeting includes the proposal
for re-appointment of Shri Shanti M. Sanghvi as Wholetime Director and
appointment of Independent Director for a term of 4 (Four] consecutive
year upto the conclusion of the 34th Annual General Meeting of the
Company in the Calendar year 2018.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information pursuant to Section 217 (1) (e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of the
Board of Directors) Rules, 1988 regarding conservation of energy.
Technology absorption and foreign exchange earnings and outgo is given
in Annexure A1 forming part of this report,
The Company has commissioned windmills at various places for "Green
Energy Generation". Thus contributing in a small way towards a greener
and cleaner earth,
Particulars of Employees
In terms of Section 217 (2A) of the Companies Act, 1956, read with the
Companies (Particulars of Employees Rules) 1975 as amended from time to
time, the particulars of employees are set out in Annexure ''B'' to this
report,
Corporate Governance Report
Your Company has implemented the conditions of Corporate Governance as
contained in Clause 49 of Listing Agreement. Separate reports on
Corporate Governance and Management Discussion and Analysis along with
requisite certificate from M/s M. C. Gupta & Co. Practising Company
Secretaries regarding compliance of conditions of Corporate Governance
are enclosed in this Annual Report as Annexure C.
The Board has formed Code of Conduct for all Board members and Senior
Management of the Company and they have affirmed the compliance during
the year under review.
The Board has received CEO/CFO Certification under sub-clause V of the
Clause 49 of the Listing Agreement.
Employees Stock Option Scheme (ESOS- 2006)
As required by SEBI (Employee Stock Option Scheme and Employees Stock
Purchase Scheme) Guidelines 1999, detailed disclosure is enclosed as
per Annexure ''D'' and forms part of this report.
Statutory Auditors
M/s. Mehta Lodha & Co. and M/s. S. R. Batllboi & Associates LLP Joint
Statutory Auditors of the Company, hold office until the conclusion of
the ensuing Annual General Meeting.
In terms of the provisions of the Companies Act, 2013 and rules made
thereunder, M/s, Mehta Lodha & Co, can be appointed for a maximum
period of three years and M/s. S. R. Batliboi & Associates LLP
Chartered Accountants have expressed their unwillingness to be
re-appointed,
M/s. S. R. B. C. & Co. LLP is proposed to be appointed in place of M/s.
S. R. Batliboi & Associates LLP till the conclusion of 35th Annual
General Meeting of the Company. Accordingly, Directors recommends their
appointment as Joint Statutory Auditors of the Company.
The Company has received letters from both of them to the effect that
their appointment, if made, would be within the prescribed limits under
Section 141 (3)(g) of the Companies Act, 2013 and that they are not
disqualified for reappointment,
The Notes on annual accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments,
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956:
The Board of Directors hereby state and confirm:
a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanation
relating to material departures;
b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for that period;
c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. that the Directors have prepared the Annual Accounts on a ''going
concern'' basis.
Credit Rating
CRISIL has reaffirmed CRISIL AA- (AA minus) rating for the Company''s
long-term borrowings and CRISIL Al (Al plus) for its short-term
borrowings.
Appreciation
Your Directors wish to place on record their gratitude for the valuable
guidance and support rendered by the Government of India, State
Governments, Financial Institutions, Banks and various stakeholders,
such as, shareholders, customers and suppliers, among others. The
Directors also commend the continuing commitment and dedication of the
employees at all levels, which has been critical for the Company''s
success. The Directors look forward to continued support of all
stakeholders in future also.
For and on behalf of the Board of Directors
Place : Ahmedabad Prakash M. Sanghvi
Date : 9th June, 2014 Chairman and Managing Director
Mar 31, 2013
Dear Shareholders,
The Directors are pleased to present the 29th Annual Report with the
Audited Financial Statements of the Company for the year ended 31st
March 2013.
Financial Results at a glance
(Rs. in lacs)
2012-2013 2011-2012
Revenue from Operations (Net) 120112.75 122174.02
Profit before Depreciation and Tax 24398.38 18165.26
Less: Depreciation/amortisation 4247.25 4249.15
Profit Before Tax (PBT) 20151.13 13916.11
Less: Tax Expense (including
Deferred Tax Expense) 6556.13 4484.79
Prof it After Tax and before
Prior period items 13595.00 9431.32
Add: Prior period items 1712.87
Net Profit 13595.00 11144.19
Add: Balance brought forward
from previous year 11713.18 7187.35
Amount available for appropriations 25308.18 18331.54
Appropriations
General Reserve 6000.00 5000.00
Proposed Dividend with Dividend Tax 2172.15 1618.36
Balance carried to Balance Sheet 17136.03 11713.18
Total 25308.18 18331.54
Earning Per Equity Share (EPS) of face value of Rs. 2 each (Diluted) Rs.
29.14 X 23.90y
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 4/- per Equity
Share having face value of Rs. 2/- each for the year ended 31st March
2013 (previous year Rs. 3 per Equity Share), for consideration of the
Members at the ensuing Annual General Meeting. Total outgo on this
account including tax thereon willbeRs.2172.151acs.
TRANSFER TO GENERAL RESERVE
A sum of Rs. 6000 lacs has been transferred to the General Reserve of the
Company for the financial year 2012-13.
REVIEW OF OPERATIONS General
The year under review witnessed slowdown in growth and more
particularly, industrial growth, global economic and financial
conditions remained troubled. Investment and saving rates have come
down. The implementation of projects has slowed. Inflation continued
to remain high. The current account deficit also remained a source of
concern. Further, the slow pace of growth has depressed profitability,
stretched balance sheets, and weakened sentiment and expectations.
Operations
Your Company manufactures Stainless Steel Tubes & Pipes and Carbon
Steel Pipes in wide size ranges for wide spectrum of applications in
various industries including Oil & Gas explorations. Refineries &
Petrochemicals, Power industries. Chemical, Fertilizer, Desalination,
Atomic energy. Water & Sewerage, Paper & Pulp industries etc. The year
under review witnessed tremendous downward growth in the key sectors
i.e. Oil & Gas and Power due to various reasons. The scenario with
regard to the said sectors was not different worldwide, as there was a
severe pressure in other part of the globe too. There were severe
constraints in the projects being implemented in time, not only in
India but elsewhere in the world. The scenario for the sunrise sector,
i.e. Power sector in India has gone through very bad phase and the
Company saw many projects being put on hold for various reasons such as
environmental clearances, non-availability of coal supply agreement
etc. Again, due to the slowdown in the Europe, there was a lot of
pressure on pricing. The Company undertook all business initiatives to
optimise its capacity utilisation. There has been optimum capacity
utilisation in SS division vis-a-vis moderate in CS division on account
of fierce competition and overall scenario.
Financial Performance
Despite the challenging scenario, your Company continued to be
successful and has performed well; the performance has established a
new milestone for the Company. The major factors attributable to this
include strong business initiatives strengthened with the sound domain
knowledge, consistent product quality aligned to customer expectations,
product mix, captive skills partnered with cost consciousness and
persistent focus on efficiencies.
During the year 2012-13, revenues from operations were Rs. 120112.75
lacs, though reduced marginally but PBT increased by 44.80% from Rs.
13916.11 lacs to Rs. 20151.13 lacs, and profit after tax surged 44.15%
from Rs. 9431.32 lacs to Rs. 13595.00 lacs. EPS went up by 21.92% from Rs.
23.90 to Rs. 29.14, strengthening shareholder''s value.
MANAGEMENT DISCUSSION & ANALYSIS
A management discussion and analysis report is annexed and forms an
integral part of the annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under
section 217(l)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as per Annexure A'' forming part of this Report.
The Company has commissioned windmills at various places for "Green
Energy Generation". Thus contributing in every way possible towards
greener and cleaner earth.
PARTICULARS OF EMPLOYEES
The particulars of employees under the Companies (Particulars of
Employees) Rules, 1975 as amended up to date, which is required to be
included in the Directors'' Report pursuant to Section 217 (2A) of the
Companies Act, 1956 is enclosed herewith as Annexure ''B'' forming part
of this Report.
CORPORATE GOVERNANCE REPORT
Your Company has been practising the principles of good Corporate
Governance over the years. Your Company has complied with the
conditions of Corporate Governance as contained in clause 49 of the
listing agreement.
The Board has formed Code of Conduct for all Board members and Senior
Management of the Company and they have affirmed the compliance during
the year under review.
The Board has received CEO/CFO Certification under sub-clause V of the
Clause 49 of the Listing Agreement.
The Company has formed Code of Conduct for prevention of Insider
Trading as required by SEBI (Prohibition of Insider Trading)
Regulations 1992 as amended from time to time. The code ensures
prevention of dealing in the Company''s shares by persons having access
to unpublished price sensitive information.
A separate report on Corporate Governance is enclosed as part of this
Annual Report and marked as Annexure ''C. Requisite certificate from M/s
M. C. Gupta & Co., Practising Company Secretaries regarding compliance
of conditions of Corporate Governance as stipulated under the Clause 49
of the Listing Agreement is annexed to the report of Corporate
Governance.
EMPLOYEES STOCK OPTION SCHEME (ESOS-2006)
As required by SEBI (Employees Stock Option Scheme and Employees Stock
Purchase Scheme) Guidelines 1999, detailed disclosure is enclosed as
per Annexure ''D'' and forms part of this report.
DIRECTORS
In accordance with the requirement of the Companies Act, 1956 and
Article 170 of the Articles of Association of the Company, Shri P. M.
Mehta is liable to retire by rotation and being eligible, offers
himself for re-appointment at the ensuing Annual General Meeting. Shri
P.M. Mehta is not related to any Director of the Company.
The members of the Company in the Annual General Meeting held on 15th
September 2009 had appointed Shri Prakash M. Sanghvi as Managing
Director and Shri Jayanti M. Sanghvi & Shri Shanti M. Sanghvi as
Whole-time Directors of the Company for a period of five years, with
effect from 1st November 2008. Their current term of appointment is due
to expire on 31st October 2013. The Board at its meeting held on 25th
June 2013, approved their re-appointment for a further period of five
years w.e.f. 1st November 2013. It is proposed to re-appoint Shri
Prakash M. Sanghvi as the Managing Director and Shri Jayanti M. Sanghvi
& Shri Shanti M. Sanghvi as Whole-time Directors of the Company for a
further period of five years commencing from 1 st November 2013.
Shri Prakash M. Sanghvi, Shri Jayanti M. Sanghvi and Shri Shanti M.
Sanghvi are brothers and related to each other.
The notice convening the Annual General Meeting includes the proposals
for the above re-appointments.
DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT, 1956:
The Board of Directors hereby states and confirms:
a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanations
relating to material departures;
b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for that period;
c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. that the Directors have prepared the Annual Accounts on a ''going
concern'' basis.
CREDIT RATING
CRISIL has reaffirmed CRISIL AA- (AA minus) rating for the Company''s
long-term borrowings and CRISIL A1 (Al plus) for its short-term
borrowings.
FIXED DEPOSITS
Your Company has not invited or accepted any deposits from the
shareholders and public during the year within the meaning of Section
58A of the Companies Act, 1956.
STATUTORY AUDITORS
M/s. Mehta Lodha & Co. and M/s. S. R. Batliboi & Associates LLP, Joint
Statutory Auditors of the Company, hold office until the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
Your Directors recommend their re-appointment as Statutory Auditors of
the Company until the conclusion of the next Annual General Meeting of
the Company on such remuneration as may be fixed by the members.
The Company has received letters from both of them to the effect that
their reappointment, if made, would be within the prescribed limits
under Section 224( IB) of the Companies Act, 1956 and that they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act.
The Notes on annual accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
COST AUDITORS
In pursuance of Section 233B of the Companies Act, 1956 and an Order
no. F.No.52/26/CAB-2010 dated 03.05.2011 issued by Cost Audit Branch,
Ministry of Corporate Affairs, the Board of Directors at its meeting
held on 29th May 2012, based on the Audit Committee recommendations,
appointed M/s. N.D. Birla & Co., Cost Accountants, Ahmedabad as a Cost
Auditors to conduct the cost audit of "Steel Tubes & Pipes Products"
for the financial year 2012-13. The said appointment has been approved
by the Central Government.
The Cost Audit Report for the financial year 2011-12 was filed with the
Central Government on 18/12/2012 (due date for filing: 28/02/2013).
Based on the Audit Committee recommendations. Board of Directors has
re-appointed M/s. N.D. Birla & Co., Cost Accountants, Ahmedabad as a
Cost Auditors to conduct the cost audit of the products as stated above
for the financial year 2013-14 subject to approval of the Central
Government.
LISTING AND DEPOSITORY SYSTEM
Equity Shares of your Company continue to be listed on BSE Ltd. and
National Stock Exchange of India Ltd. Listing Fees for the year 2013-14
have been paid to them.
As the members are aware the Equity Shares of the Company are
compulsorily tradable in the dematerialized form by all the investors.
As on March 31,2013,97.91% of the Company''s total paid up capital of
4,64,16,509 Equity Shares is in dematerialised form. Members holding
shares in physical form are requested to convert their holding in
dematerialised form to avail various benefits offered by the Depository
system.
APPRECIATION
Your Directors wish to place on record their sincere appreciation for
the commitment and dedication of the Company''s team members by virtue
of which, this performance has been made possible. Your Directors are
thankful to the investors for their continued trust and support in the
Company.
Your Directors wish to place on record their gratitude for the valuable
guidance and support from Government of India, State Governments, Local
Authorities, Financial Institutions, Banks, Suppliers and other
stakeholders.
Your Directors commend the confidence and loyalty of the customers
whose delight will always be the Company''s core focus.
Your Directors look forward to the continued support of all
stakeholders for persistently achieving the growth realm.
For and on behalf of the Board of Directors
Place : Ahmedabad Prakash M. Sanghvi
Date : June 25, 2013 Chairman and Managing Director
Mar 31, 2012
The Board of Directors is pleased to present the 28th Annual Report
with audited accounts of the Company for the year ended 31st March
2012.
1. Financial Results (Rs. in Lacs)
2011-2012 2010-2011
Revenue from operations (Net) 1,22,174.02 81,367.28
Profit before depreciation and tax 18,165.26 15,268.97
Less : Depreciation 4,249.15 3,999.46
Profit before tax 13,916.11 11,269.51
Less: Provision for taxation
(including Deferred Tax Credit) 4,484.79 3,058.16
Profit After Tax and before
prior period items 9,431.32 8,211.35
Add: Prior period items 1,712.87 106.00
Net Profit 11,144.19 8,317.35
Add: Balance brought forward
from previous year 7,187.35 5,217.46
Amount available for appropriations 18,331.54 13,534.81
Appropriations
General reserve 5,000.00 5,000.00
Proposed dividend with dividend tax 1,618.36 1,347.46
Balance carried to balance sheet 11,713.18 7,187.35
Total 18,331.54 13,534.81
2. Dividend
Your Directors are pleased to recommend a dividend of Rs. 3 (150%) per
equity share having face value of Rs. 2 each.
3. Review of Operations
A. General
The financial year 2011-12 has been challenging for the Indian economy.
It witnessed a slowdown due to weak industrial activity coupled with a
contraction in investments. Factors such as persistent and high
inflation, monetary tightening, expansion of trade deficits, weakening
of the rupee, negative global developments and domestic political
uncertainty have also contributed to it. There has been slowdown in the
advanced economies as well. Despite of the challenges, your company has
outperformed during the year under review and posted encouraging
results. The performance had established a new milestone for the
Company. The Company's efforts for all round improvement helped in
increasing the profitability.
B. Financial Performance
The Company could achieve revenue from operations of Rs. 1,221.74 crores
with a PBT of Rs. 139.16 crores and PAT before prior period item of Rs.
94.31 crores during the year under review as compared to revenue from
operations of Rs. 813.67 crores with a PBT of Rs. 112.70 crores and PAT
before prior period item of Rs. 82.11 crores during the previous
financial year. The Net Profit post addition of prior period item is Rs.
111.44 crores for the year under review as compared to Rs. 83.17 crores
during the previous financial year.
C. Operations
The Company's products enjoy applications in various industries
including oil and gas explorations, refineries and petrochemicals,
power industries i.e. thermal, nuclear and solar power plants,
chemical, fertiliser, desalination, aerospace and atomic energy, water
and sewerage, paper and pulp industries, etc. During the year under
review, there has been good demand for both stainless steel tubes and
pipes as well as carbon steel pipes from various sectors resulted into
optimum utilisation of capacities and robust performance during the
year under review.
4. Management Discussion And Analysis
A management discussion and analysis report is annexed and forms an
integral part of the annual report.
5. Directors
In accordance with the requirement of the Companies Act, 1956 and
Article 170 of the Articles of Association of the Company, Shri D. C.
Anjaria and Dr. V. M. Agrawal are liable to retire by rotation and
being eligible, offers themselves for reappointment at the ensuing
Annual General Meeting.
Shri D. C. Anjaria and Dr. V. M. Agrawal are not related to any
Director of the Company.
6. Credit Rating
CRISIL has reaffirmed AA- (AA minus) rating for the Company's long-term
borrowings and A1 (A1 plus) for short-term borrowings.
7. Deposits
Your company has not invited or accepted any deposits from the
shareholders and public during the year within the meaning of Section
58(A) of the Companies Act, 1956.
8. Particulars of Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 is given as per Annexure 'A' forming part of this Report.
The Company has commissioned windmills at various places for 'Green
Energy Generation'. Thus contributing in every way possible towards a
greener and cleaner earth.
9. Particulars of Employees
The particulars of employees under the Companies (Particulars of
Employees) Rules, 1975 as amended up to date, which is required to be
included in the Directors' Report pursuant to Section 217 (2A) of the
Companies Act, 1956 is attached herewith as Annexure 'B' forming part
of this Report.
10. Auditors
M/s. Mehta Lodha & Co. and M/s. S. R. Batliboi & Associates, Chartered
Accountants, joint statutory auditors of the Company, hold office until
the conclusion of the ensuing Annual General Meeting and are eligible
for reappointment. Your Directors recommend their reappointment as
statutory auditors of the Company until the conclusion of the next
Annual General Meeting of the Company on such remuneration as may be
fixed by the members.
The Company has received letters from both of them to the effect that
their reappointment, if made, would be within the prescribed limits
under Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of the
said Act.
The Notes on annual accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
11. Cost Auditors
In pursuance of Section 233B of the Companies Act, 1956 and an order
no. F.No.52/26/CAB-2010 dated 03.05.2011 issued by Cost Audit Branch,
Ministry of Corporate Affairs; your Directors have appointed N. D.
Birla & Co., Cost Accountants, Ahmedabad as a cost auditor to conduct
the cost audit of 'Steel Tubes & Pipes Products' for the financial year
2011-12. The said appointment has been approved by the Central
Government.
The Board of Directors has reappointed M/s. N. D. Birla & Co, Cost
Accountants, the cost auditors for conducting the cost audit for the
business as stated above for the financial year 2012-13 subject to
approval of the Central Government.
12. Directors' Responsibility Statement Pursuant to Section 217 (2AA)
of the Companies Act, 1956
The Board of Directors hereby state and confirm:
a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanation
relating to material departures;
b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for that period;
c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. that the Directors have prepared the Annual Accounts on a 'going
concern' basis.
13. Corporate Governance Report
Your company has been practising principles of good Corporate
Governance over the years. The Board of Directors supports the broad
principles of Corporate Governance. In addition to the basic governance
issues, the Board lays strong emphasis on transparency, accountability
and integrity.
The Board has formed Code of Conduct for all Board members and Senior
Management of the Company and they have affirmed compliance during the
year under review.
The Board has received CEO/CFO Certification under sub-clause V of the
Clause 49 of the Listing Agreement.
The Company has formulated Code of Conduct for prevention of Insider
Trading as required by SEBI (Prohibition of Insider Trading)
Regulations 1992 as amended from time to time. The code ensures
prevention of dealing in the Company's shares by persons having access
to unpublished price sensitive information.
A separate report on Corporate Governance is enclosed as part of this
Annual Report and marked as Annexure 'C'. Requisite certificate from
M/s M. C. Gupta & Co., practising Company Secretaries regarding
compliance of Corporate Governance as stipulated under the Clause 49 of
the Listing Agreement is annexed to the report of Corporate Governance.
14. Employees Stock Option Scheme (ESOS- 2006)
As required by SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines 1999, detailed disclosure is
enclosed as per Annexure 'D' and forms part of this report.
During the year under review, the Company has allotted 40,650 Equity
Shares to the employees under the Employees Stock Option Scheme 2006.
15. Listing
Equity shares of your company continue to be listed on Bombay Stock
Exchange Ltd. and National Stock Exchange of India Ltd and Listing Fees
for the year 2012-13 have been paid to them.
16. Green Initiative
Your Directors would like to bring it to your notice that the Ministry
of Corporate Affairs (MCA) has taken a "Green Initiative in Corporate
Governance" allowing paperless compliance by Companies through
electronic mode and the Companies are now permitted to send various
notices/ documents (including annual report) to its shareholders
through electronic mode at the registered e-mail address of
shareholders.
To support this green initiative, we hereby once again appeal to all
members who have not registered their e-mail addresses so far are
requested to register their e-mail addresses, in respect of electronic
holdings with their concerned Depository Participant and in respect of
shares held in physical form with Registrar and Share Transfer Agent of
the Company.
17. Acknowledgements
Your company has outperformed in a challenging year and continues to
build shareholder value. Your Directors are hopeful of a good
performance going forward.
Your Directors would like to express their sincere gratitude for the
unstinted support from all stakeholders, Banks, Central and State
Governments.
The Directors would also like to place on record their heartiest
appreciation for the outstanding contribution by the employees in
achieving remarkable performance during the year under review.
For and on behalf of the Board of Directors
Place : Village: Indrad, Taluka Kadi Prakash M. Sanghvi
Date : 29th May 2012 Chairman
Mar 31, 2011
The Board of Directors is pleased to present the 27th Annual Report
with Audited Accounts of the Company for the year ended 31st March
2011.
1. FINANCIAL RESULTS: (Rs. in lacs)
2010-2011 2009-2010
Net Sales and Income from Operations 81,224.71 85,195.09
Profit Before Depreciation and Tax 15,273.97 16,725.69
Less : Depreciation 3,999.46 3,688.23
Profit Before Tax 11,274.51 13,037.46
Less: Provision for Taxation
(including Deferred Tax Liability) 3,063.16 4,894.75
Profit After Tax 8,317.35 8,142.71
Add:Balance brought forward from
previous year 5,217.46 3,257.29
Amount available for appropriations 13,534.81 11,400.00
Appropriations:
General Reserve 5,000.00 5,000.00
Proposed Dividend with Dividend Tax 1,347.46 1,182.54
Balance carried to Balance Sheet 7,187.35 5,217.46
Total: 13,534.81 11,400.00
2. DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs.2.50 per
Equity Share (125%).
3. REVIEW OF OPERATIONS:
A. GENERAL
The year 2010 witnessed revival in the economies, both domestic as well
as global. Our country witnessed a strong GDP growth with a positive
outlook. However, as your Company caters to the oil & gas and the power
sectors primarily, where demand pick up during the first half of the
year under reviews was not very good, the performance of the Company in
terms of numbers has not been very positive. The major decisions
regarding investment in infrastructure namely oil & gas and power were
taken in second quarter onwards resulting into the finalization of
orders in the beginning of the third quarter onwards. As a result,
inspite of having the highest order booking in the history of the
Company, the same could not get converted into dispatches due to the
time required from order booking to dispatch.
B. FINANCIAL PERFORMANCE:
Despite a lower than expected performance in the first half due to
slower finalization of project application pipes and tubes orders from
majority of the key customers, the Company could achieve net income
from operations of Rs. 812.25 crores with a PBT of Rs. 112.75 crores
and PAT of Rs. 83.17 crores during the year under review compared to
net income of Rs. 851.95 crores with a PBT of Rs. 130.37 crores and
PAT of Rs. 81.43 crores during the previous financial year.
C. OPERATIONS:
During the year under review, there has been good domestic demand for
project application pipes & tubes, both for Stainless Steel as well as
Carbon Steel mainly from refineries and power projects and as a result,
majority of the capacities have been utilized optimally. Looking to a
good demand potential from power sector, the Company has undertaken
project to increase the capacity of SS Condenser Tubes which will be
commissioned during 2011-12. However, due to severe competition in the
domestic market in HSAW Pipes segment and very thin margins as a result
thereof, the Company could not utilize the capacities at optimum levels
in the line pipe segment. Similarly, utilization of capacities in
respect of some of the product segments of SS catering mainly to
refinery sector overseas remained low as the demand is still to pick up
in the global markets.
4. MANAGEMENT DISCUSSION AND ANALYSIS:
Management discussion and analysis report for the year under review is
set out as separate Annexure "A" forming part of this Report.
5. DIRECTORS:
In accordance with the requirement of the Companies Act, 1956 and
Article 170 of the Articles of Association of the Company, Shri Shanti
M. Sanghvi is liable to retire by rotation and being eligible, offers
himself for re-appointment at the ensuing Annual General Meeting.
Shri Shanti M. Sanghvi is related to Shri Prakash M. Sanghvi and Shri
Jayanti M. Sanghvi, Directors of the Company.
6. CREDIT RATING:
CRISIL has reaffirmed AA- (AA minus) rating for Companys long-term
borrowings and P1+ (P1 plus) for short-term borrowings.
7. DEPOSITS:
Your Company has not invited or accepted any deposits from the
shareholders and public during the year within the meaning of Section
58(A) of the Companies Act, 1956.
8. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The statement pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given as Annexure "B" forming part
of this Report.
9. PARTICULARS OF EMPLOYEES:
The particulars of employees under the Companies (Particulars of
Employees) Amendment Rules, 2011 as amended up to date, which is
required to be included in the Directors Report pursuant to Section
217 (2A) of the Companies Act, 1956 is attached herewith as Annexure
ÃC" forming part of this Report.
10. AUDITORS:
M/s. Mehta Lodha & Company, Chartered Accountants, retire and are
eligible for re-appointment. Your Directors recommend their
re-appointment as Statutory Auditors of the Company until the
conclusion of the next Annual General Meeting of the Company at such
remuneration as may be fixed by the Members.
Looking to the size of the Company, Audit Committee and the Board of
Directors have decided to appoint another firm of Chartered Accountants
as Joint Statutory Auditors. Accordingly the Board of Directors
recommend to appoint M/s. Batliboi & Associates (Member of Ernst &
Young) as Joint Statutory Auditors of the Company with effect from the
Financial Year beginning from 1st April 2011 at such remuneration as
may be fixed by the Members.
11. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA)
OF THE COMPANIES ACT, 1956:
The Board of Directors hereby state and confirm:
a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanation
relating to material departures;
b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for that period;
c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. that the Directors have prepared the Annual Accounts on a Ãgoing
concern basis.
12. CORPORATE GOVERNANCE REPORT:
Your Company has been practising principles of good Corporate
Governance over the years. The Board of Directors supports the broad
principles of Corporate Governance. In addition to the basic governance
issues, the Board lays strong emphasis on transparency, accountability
and integrity.
The Board has formulated Code of Conduct for all Board members and
Senior Management of the Company and they have affirmed compliance
during the year under review.
The Board has received CEO / CFO Certification under Clause V of the
Clause 49 of the Listing Agreement.
The Company has formulated Code of Conduct for prevention of Insider
Trading as required by SEBI
(Prohibition of Insider Trading) Regulations 1992. The code ensures
prevention of dealing in Companys shares by persons having access to
unpublished price sensitive information.
A separate report on Corporate Governance is enclosed as part of this
Annual Report and marked as Annexure "D". Requisite Certificate from
the Statutory Auditors of the Company regarding compliance of Corporate
Governance as stipulated under the Clause 49 of the Listing Agreement
is annexed to the report of Corporate Governance.
13 EMPLOYEES STOCK OPTION SCHEME (ESOS-2006)
As required by SEBI (Employees Stock Option Scheme and Employees Stock
Purchase Scheme) Guidelines 1999, detailed disclosure is enclosed as
per Annexure "E" and forms part of this report.
During the year under review, the Company has allotted 4,31,575 Equity
Shares to the employees of the Company under the Employees Stock Option
Scheme 2006.
14. LISTING:
Shares of your Company continue to be listed on Bombay Stock Exchange
Ltd. and National Stock Exchange of India Ltd., Mumbai and Listing Fees
for the year 2011-12 have been paid to them.
Pursuant to Clause VI of the Securities & Exchange Board of India
(Delisting of Equity Shares) Regulations 2009, the Board of Directors
had submitted an application for voluntary delisting of its equity
shares of face value Rs.2/- from Ahmedabad Stock Exchange Ltd.
Accordingly Ahmedabad Stock Exchange Ltd. vide its letter dated 13th
October 2010 has delisted our equity shares with effect from 13th
October 2010.
15. ACKNOWLEDGEMENTS:
The Directors hereby place on record their commendation of the valuable
contribution by the employees. The Directors also express their
gratitude to the Shareholders, Customers, Suppliers, Banks and the
Central and State Governments for their unwavering support to the
Company.
For and on behalf of the Board of Directors
Place : Chhatral, Dist. : Mehsana Prakash M. Sanghvi
Date : 24th May 2011 Chairman
Mar 31, 2010
The Board of Directors is pleased to present the 26*1 Annual Report
with Audited Accounts of the Company for the year ended 31s1 March
2010.
1. FINANCIAL RESULTS: (Rs. in Lacs)
2009-10 2008-09
Gross Sales and Income from Operations 89,980.16 101,880.68
Profit Before Depreciation and Tax 15,725.69 13,969.05
Less: Depreciation 3,680.23 2,972.30
Profit Before Tax 13,037.46 10,936.75
Less: Provision for Taxation
(including Deferred Tax Liability) 4,894.75 3,876.42
Profit After Tax 8,142.71 7,120.33
Add: Balance brought forward from
previous /ear 3,257.29 2,034.62
Amount available for appropriations 11,400.00 9,204.95
Appropriations:
General Reserve 5,000.00 5,000.00
Proposed Dividend with Dividend Tax 1,182.54 947.66
Balance carried to Balance Sheet 5,217.46 3,257.29
Total: 11,400.00 9,204.95
2. DIVIDEND:
Your Directors are pleased to recommend a dividend of Rs. 2.20/- per
Equity Share (110%).
3. REVIEW OF OPERATIONS: A. GENERAL:
The year under review started with legacy of previous year which
witnessed one of the worst economic crises in the world history
affecting every economy and business irrespective of its location,
size, technology or nature of the products. Your companys business was
also affected because of these global events and as a result,
performance during the year has been impacted to some extent. Global
markets have remained subdued affecting the overseas demand and as a
consequence, exports were low. On domestic front, however, the
situation has been better. The management has taken up initiatives to
consolidate the Companys presence in both, international as well as
domestic markets, enhance the product range and customer base,
strengthen the organisational structure and systems to minimise the
impact of the slow down and prepare itself for the future.
B. FINANCIAL PERFORMANCE:
During the year under report, the Company has posted gross income at
Rs. 89,988.16 Lacs. Not withstanding the challenges posed by
recessionary conditions in the user industries, it has been possible to
control some of the costs and safeguard the margins. As a result of
these efforts, the profit before tax stood at Rs 13037.46 Lacs, higher
by 18.55 % as compared to the previous year. The Company has posted
profit after tax of Rs. 8142.71 Lacs which is higher by 14.35 %.
C. OPERATIONS:
Barring some of the products, where optimum utilisation of capacities
could not be achieved due to market conditions, inspite of the
recessionary conditions, it has been possible to utilise the capacities
to the optimum levels possible. Looking to a very positive investment
scenario in Power sector, the Company has undertaken projects for
increasing the capacity in SS Welded HP Heater Tubes and manufacture of
Titanium Welded Tubes. These are expected to be operational during the
third quarter of FY 2010-11.
4. MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review is
set out as separate Annexure "A" forming part of this Report.
5. DIRECTORS:
In accordance with the requirement of the Companies Act, 1956 and
Article 170 of the
Articles of Association of the Company, Shri P. M. Mehta is liable to
retire by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting.
Shri P. M. Mehta is not related to any other Director of the Company.
6. CREDIT RATING:
CRISIL has reaffirmed AA- {AA minus) rating for Companys long-term
borrowings and P1+ (P1 plus) for short-term borrowings.
7. DEPOSITS:
Your company has not invited or accepted any deposits from the
shareholders and public during the year within the meaning of Section
58(A) of the Companies Act, 1956.
8. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The statement pursuant to Section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 is given as Annexure "B" forming part
of this Report.
9. PARTICULARS OF EMPLOYEES:
The particulars of employees under the Companies (Particulars of
Employees) Rules, 1975 as amended up to date, which is required to be
included in the Directors Report pursuant to Section 217 (2A) of the
Companies Act, 1956 is attached herewith as Annexure "C" forming part
of this Report.
10. AUDITORS:
M/s. Mehta Lodha & Company, Chartered Accountants, retire and are
eligible for re- appointment. Your Directors recommend their
re-appointment as Statutory Auditors of the Company until the
conclusion of the next Annual General Meeting of the Company at such
remuneration as may be fixed by the Members.
11. DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA)
OF THE COMPANIES ACT, 195$:
The Board of Directors hereby state and confirm:
a. that in the preparation of the annual accounts, the applicable
Accounting Standards have been followed, along with proper explanation
relating to material departures;
b. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for that period;
c. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d. that the Directors have prepared the Annual Accounts on a going
concern basis.
12. CORPORATE GOVERNANCE REPORT:
Your Company has been practising principles of good Corporate
Governance over the years. The Board of Directors supports the broad
principles of Corporate Governance. In addition to the basic governance
issues, the Board lays strong emphasis on transparency, accountability
and integrity.
The Board has formulated Code of Conduct for
all Board members and Senior Management of the Company and they have
affirmed compliance during the year under review.
The Board has received CEO / CFO Certification under Clause V of the
revised Clause 49 of the Listing Agreement.
The Company has formulated Code of Conduct for prevention of Insider
Trading as required by SEBI (Prohibition of Insider Trading)
Regulations 1992. The code ensures prevention of dealing in companys
shares by persons having access to unpublished price sensitive
information.
A separate report on Corporate Governance is enclosed as part of this
Annual Report and marked as Annexure "D." Requisite certificate from
the Statutory Auditors of the Company regarding compliance of Corporate
Governance as stipulated under the revised Clause 49 of the Listing
Agreement is annexed to the report of Corporate Governance.
13 EMPLOYEES STOCK OPTION SCHEME (ESOS-2006)
As required by SEBI {Employees Stock Option Scheme and Employees Stock
Purchase Scheme) guidelines 1999, detailed disclosure is as per
Annexure "E" and forms part of this report.
During the year under review, the Company has allotted 9,43,384 Equity
Shares to the employees of the Company under the Employees Stock Option
Scheme 2006.
14. LISTING:
Shares of your company continue to be listed on Ahmedabad and Bombay
Stock Exchanges and National Stock Exchange, Mumbai and Listing Fees
for the year 2010-11 have been paid to them.
15. ACKNOWLEDGEMENTS:
The Directors hereby place on record their commendation of the valuable
contribution by the employees. The Directors also express their
gratitude to the Shareholders, Customers, Suppliers, Banks and the
Central and State Governments for their unwavering support to the
Company.
For and on behalf of the Board of Directors
Place : Chhatral
Dist.: Mehsana Prakash M, Sanghvi
Date : 28th May, 2010 Chairman
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