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Directors Report of Royal Cushion Vinyl Products Ltd.
Mar 31, 2024
Your Directors have pleasure in presenting the 40th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2024.
1. FINANCIAL RESULTS
|
(Rs. In Lakhs) |
||
|
Particulars |
Current year ended 31.03.2024 |
Previous year ended 31.03.2023 |
|
Revenue from operations (Net) |
5470.69 |
5209.25 |
|
Other Income |
1205.03 |
1865.90 |
|
Net Income |
6675.73 |
7075.14 |
|
Total Expenditure |
5737.19 |
6552.22 |
|
Profit before interest and depreciation |
938.54 |
522.92 |
|
Finance Cost |
278.26 |
374.92 |
|
Depreciation |
113.25 |
128.56 |
|
Profit before Exceptional item |
547.03 |
19.44 |
|
Exceptional item |
28873.83 |
- |
|
Profit for the year |
29420.86 |
19.44 |
2. PERFORMANCE OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
The Company has achieved Revenue from operations of Rs. 5470.69 Lakhs as against Rs. 5209.25 Lakhs in the previous year. Other income includes Rs. 1065.21 lacs (Previous Rs. 1858.02 lacs) towards profit on sale of Land. The net Profit before exceptional items is Rs. 547.03 lacs as compared to Rs. 19.44 lacs in the previous year. Exceptional items represent written back of various liabilities/Provision which are no more payable.
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.
The Board of Directors is unable to declare any dividend for the year 2023-2024.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Listing Agreement and LODR Regulations is disclosed separately in the Annual Report.
During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules 2014, as amended from time to time and as such there are no such overdue deposits outstanding as on 31st March, 2024.
8. CORPORATE SOCIAL RESPONSIBILITY
During the year the provision, as regards Corporate Social Responsibility (CSR ) is not applicable, as per the criteria defined under section 135 of the Companies Act, 2013
9. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Details on conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure - "A" to this report.
10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2015 forms part of notes to financial statements provided in this Annual Report.
11. RELATED PARTY TRANSACTIONS
All related party transactions entered during the year were in the ordinary course of business and on an arm''s length basis and were not material as per the Related Party Transactions Policy of the Company. Details of the related party transactions done during the year are part of the financial statements forming part of this Annual Report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, the policy may be accessed on the Company''s website at www.rcvp.in. The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules made thereof as amended from time to time and as per the Related Party Transaction (RPT) policy of the Company during the financial year ended March 31, 2024, in prescribed Form AOC-2 is annexed to this Board''s Report (Annexure-B).
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure C in this annual report. The Company had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Jayesh Motasha retires as director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
The Board of Directors comprises of one Executive Director and Three Non-Executive Directors. Mr. Mahesh. K. Shah, Chairman and Managing Director of the Company, Mr. Jayesh Motasha Non-Executive Directors and Mrs. Avani Jolly Pandit and **Mrs. Harsha Mukesh Shah - Independent Directors.
** Mrs. Harsha Mukesh Shah resigned from the Board on 12th April, 2024. The Board places on record her appreciation for the assistance and guidance provided to the Company.
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Mr. Dhaval Vakharia is appointed as an Additional Independent Director from 12th April, 2024. Pursuant to the provisions of section 149 and 152 of the Companies Act, 2013, his appointment is regularised as a Director by approval of the members through Postal Ballot for the period of five years from the date of appointment i.e. 12.04.2024.
All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfil the conditions specified in the Act, Rules made there under and Listing Regulations.
None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority. Both the Independent Directors are not liable to retire by rotation.
In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.
A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Notice of Annual General Meeting.
The Key Managerial Personnel (KMP) of the Company are: - Mr. Mahesh Shah- Managing Director, Mr. Vivek Motasha-Chief Financial Officer (CFO) and Mrs. Deepti Parekh- Company Secretary and Compliance Officer.
Mr. Suvrat Shah is appointed as a Chief Executive Officer (CEO) on 29/05/2024 w.e.f 01/06/2024. Mr. Vivek Motasha resigned from the post of Chief Financial Officer on 29/05/2024 and Mr. Omprakash Inani is appointed as a Chief financial Officer (CFO) from 01/06/2024.
14. DECLARATION FROM INDEPENDENT DIRECTORS
All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.
Your Company has not changed its nature of business during the year under review.
16. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:
a) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2024 the applicable accounting standards/practices had been followed along with proper explanation relating to material departures; if any.
b) That 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 loss of the Company for that period;
c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis.
e) That 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) That 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.
17. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
There have been no material changes affecting the financial position of the Company, after the close of FY 2023-24 till the date of this Report.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.
There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.
19. DETAILS OF SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY
The Company has no subsidiaries/Joint venture/Associate Company incorporated or ceased in the year 2023-24.
The Equity shares of the Company can be held in dematerialized form. We had informed to Universal Capital Securities Private Limited, Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.
Further as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019, unless the securities are held in the dematerialized form with the depositories. Therefore, shareholders are requested to take action to dematerialize the Equity Shares of the Company to eliminate all the risks associated with physical shares, promptly.
The International Securities Identification Number allocated to the Company is INE618A01011.
The equity shares of the Company are listed at BSE Limited (BSE).
21. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
During the Financial year 2023-24, M/s. Bipin & Co., Chartered Accountants , (ICAI Firm Registration No. 101509W) , Statutory Auditors of the Company has placed there resignation on 22/03/2024 due to validity of their peer review certificate had lapsed and as such, the renewal was under process, and the timeframe was not certain , further CA Amit D. Shah Partner of Bipin & Co., had recently passed through certain health issues. The Board has appointed M/s. Manek & Associates, Chartered Accountants (having Firm registration no: 0126679W with the Institute of Chartered Accountants of India (ICAI) and a Peer review Certificate No. 014682 issued by the Peer Board of ICAI), as Statutory Auditors of the Company to fill casual vacancy caused by the resignation of M/s. Bipin & Co., to hold office as the Statutory Auditors of the Company till the conclusion of the next Annual General Meeting of the Company to be held in calendar year 2024,the Members approved the same by way of postal ballot . The Auditors'' Report for the Financial year 2023-2024 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is annexed alongwith financials of the Company. The said Auditors M/s. Manek & Associates is proposed to be appointed for five years from the conclusion of this Annual General Meeting to hold such office for a period of five years till the conclusion of the 45th Annual General Meeting.
23. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
24. PREVENTION OF INSIDER TRADING
The Board of Directors has approved the policy of Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.rcvp.in. All the Directors and designated employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.
In terms of the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has maintained cost records for financial year 2023-24 in respect of its polymer''s products. However, in terms of the said Rules, the requirement of cost audit is not applicable to the Company for the financial year 2023-24 as the turnover of the Company from these services is below the threshold limit prescribed in the said Rules for cost audit.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed Mrs. Padma Loya, (Membership no. 25349, Certificate of Practice No. 14972) Practicing Company Secretaries of M/s. Loya and Shariff having Firm no. P2021TL085300 to conduct Secretarial Audit of the Company for the financial year 2023-2024.
The Annual Secretarial Compliance Report for the year ended 31st March, 2024 under Regulation 24A issued by Mrs. Padma Loya, Practicing Company Secretaries of M/s. Loya and Shariff and submitted to BSE Limited.
The Secretarial Audit Report for the financial year 2023-24 is annexed herewith as Annexure "D" which forms part of the Board''s report.
27. LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE Limited where the Company''s Shares are listed.
During the financial year the Authorized Share Capital of the Company has increased from Rs. 30,00,00,000 to Rs. 50,00,00,000.
The Company has completed preferential issue of i) 66,21,250 equity shares of the Company having face value of INR 10/- each, to members of the Promoters and Promoter Group at an issue price of INR 40/- per equity share including premium of INR 30/- per equity share. Such preferential issue is against the conversion of their outstanding balance of unsecured loans given by promoters and promoters group to the Company. ii) 1,79,00,000 equity shares of the Company having face value of INR 10/- each at par, to private investors (non- Promoters) on preferential basis. Further, these shareholders will have voting rights at par with existing shareholders. The above shares are allotted in the meeting of the Board of Directors on the Company on 17.11.2023. The Company has also received Trading approval from BSE Ltd for these preferential shares vide letter dated 26.01.2024 from BSE Ltd. The funds have been utilized in the manner specified in the EOGM notice and there is no deviation in funds utilization.
The Annual Return as required under section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at www.rcvp.in.
30. POLICY ON DIRECTOR''S APPOINTMENT, REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee has laid down the criteria for Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:
⢠the candidate should possess the positive attributes such as leadership, entrepreneurship, industrialist, business advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;
⢠the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;
⢠the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an independent director; and
⢠the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company''s business.
31. BOARD OF DIRECTORS MEETING
This information has been furnished under Report on Corporate Governance, which is annexed.
The Board has following Committees formed:
⢠Audit Committee
⢠Nomination & Remuneration Committee
⢠Stakeholders Relationship Committee
The details of the composition of committees, its roles and responsibility along with number of meetings held are given in the Report of Corporate Governance.
The Audit Committee of the Board has been constituted as per the Listing Regulations and Section 177 of the Companies Act, 2013. Constitution, meetings, attendance and other details of the Audit Committee are given in corporate governance which forms a part of this Report.
The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints have been received during the Financial Year ended March 31, 2024. No personnel have been denied access to the Audit Committee during the Financial Year 2023-24.
The policy on Whistle Blower as approved by the Board of Directors is uploaded on Company''s website i.e. www.rcvp.in.
The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures and the same is reviewed by the Board periodically.
36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, to provide protection to employees at the workplace. The Company has not received any complaints of sexual harassment during the year.
As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects. A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Auditors of the Company, forms part of this report.
The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code also incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on the Company''s website www.rcvp.in. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director is given in this Report.
39. PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS
The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.
The Board has carried out an evaluation of its own performance as well as that of the Committees of the Board and all the Directors.
40. SAFETY, ENVIRONMENT AND HEALTH
The Company considers safety, the environment and health as the management responsibility. Regular employee training programs are carried out in the manufacturing facility on safety and environment.
41. DECLARATION BY INDEPENDENT DIRECTORS
All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.
42. FAMILIARISATION PROGRAMME FOR DIRECTORS
A well-informed familiarized Board member can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders'' aspirations and societal expectations. In pursuit of this, the Directors are updated on a continuing basis on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment, to enable them to take well informed and timely decisions.
The Company has complied with all the applicable Secretarial Standards.
The Board of the Directors of the Company in its Board Meeting held on 04th January, 2022, has considered and approved draft Scheme of Arrangement ("Scheme") in the nature of merger / amalgamation of , Royal Spinwell and Developers Private Limited, a group company with the Company (Royal Cushion Vinyl Products Limited ), , with effect from the Appointed Date of October 1, 2021 under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Company received the NOC letter from BSE Ltd as required under Regulation 37 of SEBI, LODR and company had filled the application in NCLT in Oct 2023. Pursuant to the order dated December 15, 2023 read with the addendum order dated December 22, 2023 from Hon''ble National Company Law Tribunal, Mumbai Bench, Mumbai ("NCLT") , the Company has called meeting of it''s Shareholders and Unsecured Creditors on 12.02.2024 . The Company has filed petition to NCLT alongwith all the documents on 12th April, 2024 and awaiting for the next hearing date. The coming into effect of the Scheme is subject to receipt of necessary statutory, regulatory and contractual approvals, permissions, consents, sanctions, exemption as may be required under applicable laws, regulations or guidelines in relation to the Scheme. Pending the coming into effect of the Scheme, these financial statements are prepared without giving effect to the provisions of the Scheme and as such, these financial statements are subject to revision / modification upon coming into effect of the Scheme.
The Board of Directors of the Company at its meeting held on Tuesday, August 13, 2024, has considered and approved the Scheme of Arrangement under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") in the nature of merger / amalgamation of Natroyal Industries Private Limited ("NIPL" or "Transferor Company"), a related party and an entity related to the promoter and promoter group of the Company, with Royal Cushion Vinyl Products Limited ("RCVPL" or "Transferee Company") and their respective shareholders and creditors with effect from the Appointed Date of April 01, 2024 ("Scheme"). The Scheme is subject to the necessary statutory and regulatory approvals of (i) the shareholders and creditors of RCVPL and NIPL and other parties to the Scheme, as may be directed by the Hon''ble National Company Law Tribunal ("NCLT"), (ii) the BSE Limited ("Stock Exchange" or "BSE") and (iii) any other contractual and regulatory approvals, permissions, consents, sanctions, exemption as may be required under applicable laws, regulations, guidelines in relation to the Scheme and as set out in the Scheme.
The Board of Directors of the Company has considered a proposal and gave in-principle approval for undertaking expansion by setting up a manufacturing facility for production of the identified premium products, similar to the existing products manufactured by the Company. The said manufacturing facility is proposed to be set-up in the vacant land available with the Company at Garadhia, Gujarat, where the existing manufacturing facility is located. The expected cost of the project, comprising of construction of building, plant and machinery and working capital is estimated to be approximately INR 50 crores. The cost of the project is proposed to be funded through mix of debt and equity fund raise (preferential issue or other suitable mode of equity fund raise).
The Company has sold part of its land situated at Garadhia, Taluka Savli, Vadodara for a consideration of Rs. 11.10 crores.
The Directors wish to place on record their appreciation, for the co-operation and support received from Financial Institutions, Banks, Customers and other Government agencies. The Board also wishes to place on record its sincere
appreciation of the effort/ contribution made by its employees at all levels for their hard work, dedication and commitment. The Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support and looking forward to their continued support in the future.
Mar 31, 2023
Your Directors have pleasure in presenting the 39th Annual Report together with Audited Financial Statements of the Company for the financial year ended 31st March, 2023.
1. FINANCIAL RESULTS
|
(Rs. In Lakhs) |
||
|
Particulars |
Current year ended 31.03.2023 |
Previous year ended 31.03.2022 |
|
Revenue from operations (Net) |
5209.25 |
6896.87 |
|
Other Income |
1865.90 |
45.23 |
|
Net Income |
7075.14 |
6942.10 |
|
Total Expenditure |
6552.22 |
8067.40 |
|
Profit / (loss) before interest and depreciation |
522.92 |
(1125.30) |
|
Finance Cost |
374.92 |
311.60 |
|
Depreciation |
128.56 |
110.93 |
|
Profit/(Loss) before Exceptional item |
19.44 |
(1547.83) |
|
Exceptional item |
- |
6261.24 |
|
Profit/(Loss) for the year |
19.44 |
4713.41 |
2. PERFORMANCE OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
The Company has achieved Net Income of Rs.7075.14 Lakhs as against Rs. 6896.87 Lakhs in the previous year. Net Profit of Rs. 19.44 Lakhs as compared to Net profit of Rs. 4713.41 Lakhs (including exceptional item) in the previous year. During the year other income includes Rs. 1858.41 Lakhs towards profit on sale of fixed assets.
3. FINANCIAL STATEMENTS
The financial statements are prepared in accordance with the Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
4. TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.
5. DIVIDEND
The Board of Directors is unable to declare any dividend for the year 2022-2023.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Listing Agreement and LODR Regulations is disclosed separately in the current Annual Report.
7. DEPOSITS
During the year under review, your Company has not accepted any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance
of Deposits) Rules 2014, as amended from time to time and as such there are no such overdue deposits outstanding as on 31st March, 2023.
8. CORPORATE SOCIAL RESPONSIBILITY
The Companies Act, 2013 mandates that every Company, who meet certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on Corporate Social Responsibility activities. In view of operational losses, no amount is required to be spent by the Company.
9. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
Details on conservation of energy, technology absorption, foreign exchange earnings and outgo is given in the Annexure - "A" to this report.
10. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013
Details of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2015 forms part of notes to financial statements provided in this Annual Report.
11. RELATED PARTY TRANSACTIONS
All related party transactions entered during the year were in the ordinary course of business and at arm''s length basis and were not material as per the Related Party Transactions Policy of the Company. Details of the related party transactions done during the year are part of the financial statements forming part of this Annual Report. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board, the policy may be accessed on the Company''s website at www.rcvp.in. The particulars of contracts or arrangements with related parties as per Section 188 of the Companies Act, 2013 and rules made thereof as amended from time to time and as per the Related Party Transaction (RPT) policy the Company during the financial year ended March 31, 2023 in prescribed Form AOC-2 is annexed to this Board''s Report (Annexure-B).
12. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration and other details as set out in the said rules are provided as an Annexure C in this annual report. The Company had no employee drawing remuneration in excess of the amount as mentioned under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
13. BOARD OF DIRECTORS
Mr. Jayesh Motasha retires as director by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
The Board of Directors comprises of one Executive Director and Three Non-Executive Directors. Mr. Mahesh. K. Shah, Chairman and Managing Director of the Company, Mr. Jayesh Motasha Non Executive Directors and Mrs. Avani Jolly Pandit and Mrs. Harsha Mukesh Shah - Independent Directors.
The Key Managerial Personnel (KMP) of the Company are: - Mr. Mahesh Shah- Managing Director, Mr. Vivek Motasha-Chief Financial Officer (CFO) and Mrs. Deepti Parekh- Company Secretary and Compliance Officer.
Mrs. Avani Jolly Pandit and Mrs. Harsha Mukesh Shah- Independent Director whose current period of office, as an Independent Director is expiring on 10th March, 2024. They may be reappointed and hold office for a second term of 5 (five) consecutive years with effect from 11th March, 2024 upto 10th March, 2029, subject to the approvals of the Members in the ensuing Annual General Meeting.
None of the directors of the Company are debarred from holding the office of Director by virtue of any SEBI order or order by any other competent authority. Both the Independent Directors are not liable to retire by rotation.
In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.
A brief note on Director retiring by rotation and eligible for re-appointment is furnished in the Notice of Annual General Meeting.
14. DECLARATION FROM INDEPENDENT DIRECTORS
All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.
15. BUSINESS REVIEW
Your Company has not changed its nature of business during the period under review.
16. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:
a) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2023 the applicable accounting standards/practices had been followed along with proper explanation relating to material departures; if any
b) That 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 loss of the Company for that period;
c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going concern basis.
e) That 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) That 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.
17. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
The Company has made a full & Final payment of Rs. 8.60 crores to a Financial Institution (i.e. Finquest Financial Solutions Private Limited) towards settlement of all outstanding dues and completed the payment of entire settlement amount during July''2023 and received No Dues Certificate.
18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE.
There are no significant or material orders passed by any regulator, tribunal or court that would impact the going concern status of the Company and its future operations.
19. DETAILS OF SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY
The Company has no subsidiaries/Joint venture/Associate Company incorporated or ceased in the year 2022-23.
20. DEMATERIALIZATION:
The Equity shares of the Company can be held in dematerialized form. We have informed to Universal Capital Securities Private Limited, Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.
Further as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2019, unless the securities are held in the dematerialized form with the depositories. Therefore, shareholders are requested to take action to dematerialize the Equity Shares of the Company to eliminate all the risks associated with physical shares, promptly.
The International Securities Identification Number allocated to the Company is INE618A01011.
The equity shares of the Company are listed at BSE Limited (BSE).
21. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
22. STATUTORY AUDITORS
At the 38th Annual General Meeting held on 23rd September, 2022 M/s. Bipin & Co., Chartered Accountants, Vadodara was appointed as Statutory Auditors of the Company to hold office for the period of 5 years i.e. for the financial years 2022-23 to 2026-27. The Auditors'' Report for the Financial year 2022-2023 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is annexed alongwith financials of the Company.
23. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.
24. PREVENTION OF INSIDER TRADING
The Board of Directors has approved the policy of Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.rcvp.in. All the Directorsand designated employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.
25. COST AUDITORS
In terms of the Companies (Cost Records and Audit) Rules, 2014 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has maintained cost records for financial year 2022-23 in respect of its polymer''s products. However, in terms of the said Rules, the requirement of cost audit is not applicable to the Company for the financial year 2022-23 as the turnover of the Company from these services is below the threshold limit prescribed in the said Rules for cost audit.
26. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board has appointed Mrs. Padma Loya, (Membership no. 25349, Certificate of Practice No. 14972) Practicing Company Secretaries of M/s. Loya and Shariff having Firm no. P2021TL085300 to conduct Secretarial Audit of the Company for the financial year 2022-2023.
The Secretarial Audit Report for the financial year 2022-23 is annexed herewith as Annexure "D" which forms part of the Board''s report.
27. LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to BSE Limited where the Company''s Shares are listed.
28. SHARE CAPITAL
During the financial year there was no change in the Share Capital of the Company.
29. ANNUAL RETURN
The Annual Return as required under section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at www.rcvp.in.
30. POLICY ON DIRECTOR''S APPOINTMENT, REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee has laid down the criteria for Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:
⢠the candidate should possess the positive attributes such as leadership, entrepreneurship, industrialist, business advisor or such other attributes which in the opinion of the Committee the candidate possess and are in the interest of the Company;
⢠the candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;
⢠the candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in case of appointment as an independent director; and
⢠the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, infrastructure, medical, social service, professional teaching or such other areas or disciplines which are relevant for the Company''s business.
31. BOARD OF DIRECTORS MEETING
This information has been furnished under the Report on Corporate Governance, which is annexed.
32. COMMITTEES OF THE BOARD
The Board has following Committees formed:
⢠Audit Committee
⢠Nomination & Remuneration Committee
⢠Stakeholders Relationship Committee
The details of the composition of committees, its roles and responsibility along with number of meetings held are given in the Report of Corporate Governance.
33. AUDIT COMMITTEE
The Audit Committee of the Board has been constituted as per the Listing Regulations and Section 177 of the Companies Act, 2013. Constitution, meetings, attendance and other details of the Audit Committee are given in corporate governance which forms a part of this Report.
34. VIGIL MECHANISM
The Board of Directors of the Company had adopted the Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases. The Audit Committee reviews periodically the functioning of whistle blower mechanism. No complaints have been received during the Financial Year ended March 31, 2023. No personnel have been denied access to the Audit Committee during the Financial Year 2022-23.
The policy on Whistle Blower as approved by the Board of Directors is uploaded on Company''s website i.e. www.rcvp.in.
35. RISK MANAGEMENT POLICY
The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures and the same is reviewed by the Board periodically.
36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has adopted Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, to provide protection to employees at the workplace. The Company has not received any complaints of sexual harassment during the year.
37. CORPORATE GOVERNANCE
As per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with the requirements of Corporate Governance in all material aspects. A report on Corporate Governance (Annexure 1) together with a certificate of its compliance from the Auditors of the Company, forms part of this report.
38. CODE OF CONDUCT
The Board has laid down a code of conduct for Board members and senior management personnel of the Company. The code also incorporates the duties of independent directors as laid down in the Companies Act, 2013. The said code of conduct is posted on Company''s website www.rcvp.in. The Board members and senior management personnel have affirmed compliance with the said code of conduct. A declaration signed by the Managing Director is given in this Report.
39. PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS
The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board. The criteria for performance evaluation is based on the various parameters like attendance and participation at meetings of the Board and Committees thereof, contribution to strategic decision making, review of risk assessment and risk mitigation, review of financial statements, business performance and contribution to the enhancement of brand image of the Company.
The Board has carried out evaluation of its own performance as well as that of the Committees of the Board and all the Directors.
40. SAFETY, ENVIRONMENT AND HEALTH
The Company considers safety, environment and health as the management responsibility. Regular employee training programs are carried out in the manufacturing facility on safety and environment.
41. DECLARATION BY INDEPENDENT DIRECTORS
All independent directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI Listing Regulations and also affirmed compliance with Code of conduct as required under Regulation 26(3) of the Listing Regulations.
42. FAMILIARISATION PROGRAMME FOR DIRECTORS
A well-informed familiarized Board member can contribute significantly to effectively discharge its role of trusteeship in a manner that fulfils stakeholders'' aspirations and societal expectations. In pursuit of this, the Directors are updated on a continuing basis on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment, to enable them to take well informed and timely decisions.
43. SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards.
44. SCHEME OF ARRANGEMENT
The draft Scheme of arrangement in the nature of merger / amalgamation of Royal Spinwell and Developers Private Limited ("Transferor Company") with Royal Cushion Vinyl Products Limited ("Transferee Company") and their respective shareholders and creditors ("Scheme") was submitted to BSE Limited on 25th Jan, 2022 and the same was approved by Board of Directors on 04th Jan, 2022. The Company has received NOC dated 6th April, 2023 from BSE Ltd and the Company is under process of submitting the required documents to NCLT.
45. SALE OF LAND
The Company has sold part of its land situated at Garadhia, Taluka Savli, Vadodara admeasuring about 70468 sq. mtrs for a consideration of Rs. 19 crores.
46. ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation, for the co-operation and support received from Financial Institutions, Banks, Customers and other Government agencies. The Board also wishes to place on record its sincere appreciation of the effort/ contribution made by its employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader. The Company''s consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support in the future.
On Behalf of the Board of Directors For Royal Cushion Vinyl Products Limited
Mahesh Shah Managing Director
Date: September 04, 2023 (DIN 00054351)
Place: Mumbai
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 31st Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2015.
1) Financial Results
(Rs. In Lakhs)
Particulars Current year Previous year
ended ended
31.03.2015 31.03.2014
Revenue from operations (Net) 7468.94 6172.23
Other Income 95.96 8.17
Total Income 7564.90 6180.40
Total Expenditure 8525.37 7496.81
Profit/(loss) before interest (960.47) (1316.41)
and depreciation
Add: Finance Cost 252.87 1125.12
Depreciation 206.43 770.42
Prior year's expenses 119.37 2.81
Profit/(Loss) before Exceptional (1539.14) (3214.76)
item
Exceptional item Nil Nil
Profit/(Loss) for the year (1539.14) (3214.76)
2) Performance of operations and the state of company's affairs.
The Company has achieved turnover of Rs.7468.94 Lakhs as against
Rs.6172.23Lakhs in the previous year. The registration increase of 21%
due to higher value of products. The Company incurred a Net Loss of Rs.
1539.14 Lakhs as compared to previous year's Net Loss of Rs.3214.76
Lakhs.
3) Dividend
In view of losses, the Board of Directors is unable to declare any
dividend for the year 2014-2015.
4) Status With BIFR
"As reported in the earlier Annual Reports, the Company has been
registered with BIFR since September, 2002. The last hearing was held
on February 19,2015at BIFR and on May 6,2015 at AAIFR. The AAIFR in its
last hearing directed BIFR to take necessary steps to circulate Draft
Rehabilitation Scheme (DRS). The BIFR has circulated DRS vide its order
June 11,2015. The next hearing was scheduled on August 19,2015.
5) Management Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
6) Fixed Deposits
During the year under review, your Company has not accepted any
deposits within the meaning of provisions of chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules 2014, as amended from time to
time.
7) Particulars of Loans, Guarantees and Investments under section 186
Details of Loans, Guarantees and Investments are given in the Notes to
Financial Statements.
8) Related Party Transactions
The Company has formulate policy on dealing with Related Party
Transactions, a copy of which is available on the website of the
Company: www.rcvp.in
All the related party transactions that were entered into during the
Financial Year in the ordinary course of business and on arm's length
basis.
9) Particulars of Employees
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the Annual Report as Annexure "A".
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and
other particulars of the employees drawing remuneration in excess of
the limits set out in the said rules are required to be provided in the
Annual Report. However there were no employees who were in receipt of
remuneration for which details need to be disclosed.
10) Directors
Mr. Mukesh A. Motasha (DIN No. - 00059929) and Mr. Arvind V. Motasha
(DIN No. -00228368), Directors of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re appointment. Your Directors recommend their reappointment. (Details
are furnished under Notice).The Company has not appointed Women
Director in the financial year 2014-15. Further Ms. Kavita Bachwani was
appointed on 30.06.2015 as Women Director.
As the Company is under BIFR (Sick Company), the management was unable
to attract and induct any Independent Director. Hence no statement on
declaration of independence was received by the Company.
11) Key Managerial Personnel
In the financial year 2014-15, Mr. H.K. Bijlani, Company Secretary was
regined w.e.f. 14th August, 2014. The Company has published
advertisement for appointing Company Secretary to comply with the
provision of section 203 ofthe Companies Act, 2013, however, the
Company unable to get the right candidate for the post of Company
Secretary.
12) Directors' Responsibility Statement
Pursuant to the requirement under Section 134 (5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed:
a) that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2015 the applicable accounting
standards/practices had been followed along with proper explanation
relating to material departures;
b) that 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 ofthe state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
c) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) The annual financial statements have been prepared on a going
concern basis.
e) that 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) that 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.
13) Particulars Regarding Conservation Of Energy, Technology Absorption
And Foreign Exchange Earnings And Expenditure
The particulars of energy conservation, technology absorption and
foreign exchange earnings and outgo, as applicable to the Company are
as per Annexure "B" attached to the report.
14) Material changes and commitments affecting the financial position
of the Company which have occurred between March 31,2015 and August
14,2015 (date of the Report)
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year (March
31,2015) and the date of the Report (August 14,2015).
15) Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
The Company is registered under BIFR and apart from that there are no
other material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.
16) Details of Subsidiaries/Jointventure/Associate Company;
The Company has no subsidiaries/Joint venture/Associate Company
incorporated or ceased in the year 2014-15.
17) Internal financial control
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
18) Auditors' Remarks & Appointment
As regards the remarks & Qualifications in the Auditor's Report, please
refer to the Notes forming Part of the Accounts which are
self-explanatory.
At the Annual General Meeting held on 30th September, 2014, M/s.
Chandrakant &Sevantilal & J. K. Shah & Co., Chartered Accountants,
Vadodara (Firm Registration no. 101676W), were appointed as Statutory
Auditors of the Company to hold office till the conclusion of the
Annual General Meetings to be held in year 2017. In terms of the first
proviso to Section 139 of the Companies Act, 2013, the appointment of
Auditors shall be placed for ratification at every Annual General
Meeting.
Accordingly, the appointment of M/s. Chandrakant & Sevantilal & J. K.
Shah & Co., Chartered Accountants, as Statutory Auditors of the
Company, is placed for ratification by the shareholders. In this
regards, the Company has received a letter from them to the effect that
their re-appointment, if made, would be within the prescribed limits
under Section 139 of Companies Act, 2013 and that they are not
disqualified for such re-appointment within the meaning of Section 141
of Companies Act, 2013.
19) Cost Auditors
The Central Government had approved appointment of M/s. Kallol
Banbyopadhyay & Co., Cost Accountants, as Cost Auditor to conduct Cost
Audit relating to the products manufactured by your Company for the
financial year 2014-2015, the E-Form was filed with Registrar of
Companies. Further the Company has also appointed him to conduct the
Cost Audit for the financial year 2015-2016 as per Section 148 of
Companies Act, 2013.
20) Secretarial Auditor and Auditor Remarks
The Company has appointed Mr. Gaurang Shah, of M/s. GMS and Co.
Practising Company Secretaries (Membership no. 32581, Certificate of
Practice No. 11953) to conduct Secretarial Audit of the Company for the
financial year 2014-2015, pursuant to Section 204 of Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The Secretarial Auditors has following remarks:-
It is observed that as per Section 203 of Companies Act 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, necessitated that every listed company should have a mandatorily
Company Secretary in whole time employment but company has not complied
till date and Company is in process of appointing a Company Secretary.
As Company has given advertisement in the newspapers for the post of
Company Secretary but could not able to find a suitable candidate for
the post of Company Secretary.
It is observed that as per section 149 (5) of the Companies Act,2013, &
as per clause 49 of listing agreement, necessitated that every listed
company has to mandatorily have appoint on board independent director
but company has not complied till date.
As the Company is under BIFR (Sick Company), the management was unable
to attract and the induct Professional and Independent Directors to
meet the requirements of Clause 49 of the Listing agreement. This fact
has been reported to the Bombay Stock Exchange from time to time.
It is observed that as per section 149(1) of the Companies Act, 2013&
as per clause 49 of listing agreement, necessitated that every listed
company shall appoint at least one woman director within 1 year from
the commencement of companies Act ,2013 and company is in process of
appointing a women director.
In the financial year 2014-2015 Company was not having Women Director
but the same has complied in the financial year 2015-16.
It is observed that as per the management representation letter given
by the company that they have already submitted delisting application
to Ahmedabad stock exchange and Vadodara stock exchange in the year
2006 & the same matter is pending with both the exchanges.
The Secretarial Audit Report for the financial year 2014-2015 is
annexed herewith as Annexure "D" which forms part of the Board's
report.
21) Listing with Stock Exchange
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE Limited (BSE) where the Company's Shares are
listed.
22) Share Capital
During the financial year there was no change in the Share Capital of
the Company.
23) Extract of the annual return
Pursuant to Section 134(3)(a) of the Companies Act, 2013 an extract of
the Annual Return in Form No. MGT-9 is annexed herewith as Annexure
"C".
24) Remuneration Policy
The Board of Directors has on recommendations of the Nomination &
Remuneration Committee outlined policy for selection & appointment of
Directors, Key Managerial Personnel & Senior Management and also to
decide their remuneration along with the perks. The Nomination &
Remuneration Committee revises the remuneration from time to time
depending upon the performance of the Company and the Individual
Director's/Key Managerial Personnel and other Senior Management
Personnel. The detailed policy is available on the website of the
Company www.rcvp.in.
25) Board of Directors Meeting
During the year ended 31st March, 2015, the Company had Five (05) Board
Meetings and the gap between the two meetings of the Board not more
than 120 days as per Companies Act, 2013. The meetings were held on
30th May, 2014, 10th June, 2014, 11th August, 2014, 12th November, 2014
and 10th February, 2015. The details of the Board Meetings are provided
in the Corporate Governance Report.
26) Committees of Board
Following are the various Committees formed by Board:
* Audit Committee
* Nomination & Remuneration Committee
* Stakeholders Relationship Committee
The details of the composition of committees, its roles and
responsibility along with number of meetings held are given in the
Report of Corporate Governance.
27) Vigil Mechanism
The Company has established a vigil mechanism for its Directors and
Employees to report genuine concerns relating any violations legal or
regulatory requirements or misconduct in the Company through its
Whistle Blower Policy. And also to report concerns of unethical
behavior, actual or suspected, fraud or violation of the Company s code
of conduct and ethics policy, incorrect or misrepresentation of any
financial statements and reports thereon.
The protected disclosures will be dealt by the Chairman of the Audit
Committee and the Chairman should address the same carry out the
investigation and take needful action.
The policy on Whistle Blower as approved by the Board of Directors is
uploaded on company's website i.e. www.rcvp.in
28) Risk Management Policy
The Company has laid down procedures to inform the members of the Board
about the risk assessment and minimization procedures and the same is
reviewed by the Board periodically.
29) Prevention of Sexual Harassment at Workplace
The Company has adopted Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at the workplace, to provide protection to
employees at the workplace. The Company has constituted Internal
Complaints Committee as per the requirement of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 to
consider and redress complaints of sexual harassment. The Committee has
not received any complaints of sexual harassment during the year.
30) Corporate Governance Certificate
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors' adhere to the requirements set
out by the Securities and Exchange Board of India, Corporate Governance
practice and have implemented all the prescribed stipulations.
Report on Corporate Governance, as stipulated under Clause 49 of the
Listing Agreements with the Stock Exchanges in India, forms part of the
Annual Report. Certificate from the Auditor of the Company
M/s.Chandrakant & Sevantilal & J. K. Shah & Co.., Chartered Accountants
confirming compliance of conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 is annexed to this Report.
31) Performance Evaluation of Board and independent Directors
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation. The Board has evaluated performance of all the Directors
and expressed its satisfaction. Evaluation procedure covered Board's
functioning such as adequacy of the size and composition of the Board
and its Committees to ensure diversity and adequate skills in the best
interest of the Company as a whole. As the Company is under BIFR (Sick
Company), the management was unable to attract and the induct
Professional and Independent Directors to meet the requirements of
Clause 49 of the Listing agreement. So there is only evaluation of
Board and not independent Directors.
32) Familiarisation Programme for Directors
A well informed familiarised Board member, can contribute significantly
to effectively discharge its role of trusteeship in a manner that
fulfils stakeholders' aspirations and societal expectations. In pursuit
of this, the Directors are updated on a continuing basis on changes /
developments in the domestic / global corporate and industry scenario
including those pertaining to statutes / legislations and economic
environment, to enable them to take well informed and timely decisions.
33) Acknowledgement
The Directors wish to place on record their appreciation for the
co-operation and support received from Financial Institutions, Banks,
BIFR, Customers and other Government agencies. Your Directors place on
record their appreciation for the services rendered by Employees during
the critical period of the Company.
On Behalf of the Board of Directors
For Royal Cushion Vinyl Products Limited
Sd/- Sd/-
Place: Mumbai Mahesh K.Shah Jayesh A. Motasha
Date: 14th August, 2015 Managing Director Director & CFO
(DIN 00054351) (DIN 00054236)
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 30th Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2014.
1) Financial Results
(Rs. In Lakhs)
Particulars Current year ended Previous year ended
31.03.2014 31.03.2013
Revenue from operations (Net) 6172.23 4952.39
Other Income 8.17 13.32
Total Income 6180.40 4965.71
Total Expenditure 7496.81 5990.72
Profit/(loss) before interes
and depreciationt (1316.41) (1025.01)
Add: Finance & Bank Charges 1125.12 1464.32
Depreciation 770.42 790.94
Prior year''s expenses (2.81) (15.44)
Loss before Exceptional item (3214.76) (3295.71)
Exceptional item Nil Nil
Loss for the year (3214.76) (3295.71)
2) Performance
The Company has achieved turnover of Rs. 6172.22 Lakhs as against Rs.
4952.39 Lakhs in the previous year. The registration increase of 25%
due to increase in production volume.
3) Dividend
In view of losses, the Board of Directors is unable to declare any
dividend for the year 2013-2014.
4) Status With BIFR
"As reported in the earlier Annual Reports, the Company has been
registered with BIFR since September, 2002. The BIFR in its last
hearing held on March 12, 2014, and the Bench directed the Board''s
office to re-examine the DRS submitted by IDBI (OA) for early
circulation, if found viable.
5) Management and Discussion and Analysis Report
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
6) Fixed Deposits
The Company has not received any deposit from Public during the year.
The Auditor has given the Qualification and adverse remarks (Para No.6
of Annexure to the Auditor''s Report) in respect of Section 73 of the
Companies Act, 2013 (Corresponding Section 58A of the Companies Act,
1956), However the Board is of the view that the amount received by the
Company from its promoters/relatives are for the purpose of business
and for performance of certain sales orders. Neither any application
form has been filed up for these receipts nor the receipts are issued
by the Company, hence these are not falling as deposits under section
73 of the Companies Act, 2013.
7) Particulars Of Employees
Provisions of section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules 1975, are not applicable to
the Company.
8) Internal Control Systems and their adequacy
The Company has adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchases of stores, raw materials including components, plant and
machinery, equipments and other assets and also for the sale of goods.
9) Human Resources/Industrial Relations
The Company has cordial industrial relations at all levels during the
year under review.
10) Directors
Mr. Jayesh A. Motasha (DIN No.- 00054236) and Mr. Deepak A. Motasha
(DIN No. - 00060092), Directors of the Company retire by rotation at
the ensuing Annual General Meeting and being eligible, offer themselves
for re-appointment. Your Directors recommend their reappointment.
(Details are furnished under Notice).
11) Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
a) that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014 the applicable accounting
standards/practices had been followed along with proper explanation
relating to material departures;
b) that 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 profit or
loss of the Company for that period;
c) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) that the Directors had prepared the accounts for the financial year
ended 31st March, 2014 on a going concern basis.
12) Corporate Governance
A separate report on Corporate Governance is annexed hereto as Annexure
"A".
13) Particulars Regarding Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Expenditure
The particulars of energy conservation, technology absorption and
foreign exchange earnings and outgo, as applicable to the Company are
as per Annexure "B" attached to the report.
14) Auditors'' Remarks & Appointment
As regards the remarks & Qualifications in the Auditor''s Report, please
refer to the Notes forming Part of the Accounts which are
self-explanatory. Further the Auditor has given the Qualification and
adverse remarks (Para No. 6 of Annexure to the Auditor''s Report) in
respect of Section 58A of the Companies Act, 1956, however the Board is
of the view that the amount received by the Company from its
promoters/relatives are for the purpose of business and for performance
of certain sales orders. Neither and application from has been filed up
for these receipts nor the records are issued by the Company, hence
these are not falling as deposits under Section 58A of the Companies
Act, 1956.
M/s. Chandrakant & Sevantilal & J. K. Shah & Co., Chartered
Accountants, Vadodara (Firm Registration no. 101676W) will retire as
Auditors at the ensuing Annual General Meeting and are eligible for
re-appointment.
You are requested to appoint Auditors.
The Company has received a letter from them to the effect that their
re-appointment, if made would be within the limits specified under
Section 141 of the Companies Act, 2013.
15) Cost Auditors
M/s. Kallol Banbyopadhyay & Co. were appointed as Cost Auditors for
auditing the Cost Accounts of the Company for the financial year
2013-14.
The Cost Audit reports are required to be filed within 180 days from
the end of the financial year.
The Cost Audit reports for the financial year ended 31st March, 2014
will be filed in due course.
16) Acknowledgement
The Directors wish to place on record their appreciation for the
co-operation and support received from Financial Institutions, Banks,
BIFR, Customers and other Government agencies. Your Directors place on
record their appreciation for the services rendered by Employees during
the critical period of the Company.
On Behalf of the Board of Directors
For Royal Cushion Vinyl Products Limited
Place: Mumbai Sd/- Sd/-
Date: 10th June, 2014 Mahesh K. Shah Jayesh A. Motasha
Chairman & Managing Director Director
(DIN: 00054351) (DIN: 00054236)
Mar 31, 2013
To The Members of Royal Cushion Vinyl Products Limited,
The Directors have pleasure in presenting the 29th Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2013.
1) FINANICAL RESULTS:
(Rs. in Lacs)
Particulars Current Previous
year ended year ended
31.03.2013 31.03.2012
Revenue from operations (Net) 4952.39 4655.96
Other Income 13.33 29.63
Total Income 4965.72 4685.59
Total Expenditure 5990.72 5163.21
Profit/(loss) before interest and (1025.01) (477.62)
depreciation
Add: Finance & Bank Charges 1464.32 1497.34
Depreciation 790.94 802.33
Prior year''s expenses/income (15.44) 1.87
Loss before Exceptional item (3295.71) (2775.43)
Exceptional item Nil 1278.18
Loss for the year (3295.71) (1497.25)
2) PERFORMANCE:
The Company has achieved turnover of Rs.4952.39 as against Rs. 4655.96
Lakhs in the previous year. The increase in turnover is mainly due to
inflation i.e. price of finished products has gone up.
3) DIVIDEND
In view of losses, the Board of Directors is unable to declare any
dividend for the year 2012-2013.
4) STATUS WITH BIFR
"As reported in the earlier Annual Reports, the Company has been
registered with BIFR since September, 2002. Since the date of last
Directors'' Report, the Hon''ble BIFR hearing was held on March 14, 2013
and July 11, 2013, the Hon''ble BIFR issued directions to the Operating
Agency ("OA") i.e. IDBI Bank Limited ("IDBI") to formulate the fully
tied-up Draft Rehabilitation Scheme ("DRS") and submit to the BIFR.
Accordingly the Company had submitted the revised DRS containing
proposals for revival of the Company with the Hon''ble BIFR and IDBI
whereby it is proposed to demerge two of its undertaking viz. Unit I &
II of the Company and merging them with Vijayjyot Seats Private Limited
(one of the Promoter Group Companies) with effect from the Appointed
Date being January 1, 2013 subject to approval from Hon''ble BIFR and
other concerned parties. Subsequently the IDBI cleared the revised DRS
of the Company and submitted the fully tied up DRS to the Hon''ble BIFR
in the hearing held on July 11, 2013. The revised fully tied up DRS is
now under review and clearance of Hon''ble BIFR subsequently the same
will be circulated to the concerned parties for their approval.
The demerger proposal contained in the revised DRS will be effective
after the receipt of the required approvals. Accordingly the financial
statements contained this annual report are without giving the effect
of proposed demerger of Unit I & II of the Company."
5) FIXED DEPOSITS
The Company has not received any deposit from Public during the year.
The Auditor has given the Qualification and adverse remarks (Para No.6
of Annexure to the Auditor''s Report) in respect of Section 58A of the
Companies Act, 1956, however the Board is of the view that the amount
received by the Company from its promoters/relatives are for the
purpose of business and for performance of certain sales orders.
Neither any application form has been filed up for these receipts nor
the receipts are issued by the Company, hence these are not falling as
deposits under section 58A of the Companies Act, 1956.
6) PARTICULARS OF EMPLOYEES
Provisions of section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules 1975, are not applicable to
the Company.
7) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchases of stores, raw materials including components, plant and
machinery, equipments and other assets and also for the sale of goods.
8) HUMAN RESOURCES / INDUSTRIAL RELATIONS The Company has cordial
industrial relations at all levels during the year under review.
9) DIRECTORS
Mr. Arvind V. Motasha and Mr. Mukesh A. Motasha, Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. Your Directors
recommend their reappointment. (Details are furnished under Notice).
10) DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to the requirement
under Section 217(2AA) of the Companies Act, 1956, with respect to
Directors'' Responsibility Statement, it is hereby confirmed:
a) that in the preparation of the Annual Accounts for the financial
year ended 31s''March, 2013 the applicable accounting
standards/practices had been followed along with proper explanation
relating to material departures;
b) that 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 profit or
loss of the Company for that period;
c) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) that the Directors had prepared the accounts for the financial year
ended 31st March, 2013 on a going concern basis.
11) CORPORATE GOVERNANCE
A separate reports on Corporate Governance is annexed hereto as
Annexure "A".
11) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE
The particulars of energy conservation, technology absorption and
foreign exchange earnings and outgo, as applicable to the Company are
as per Annexure "B" attached to the report.
12) AUDITORS'' REMARKS & APPOINTMENT
As regards the remarks & Qualifications in the Auditor''s Report, please
refer to the Notes forming Part of the Accounts which are
self-explanatory. Further the Auditor has given the Qualification and
adverse remarks (Para No.6 of Annexure to the Auditor''s Report) in
respect of Section 58A of the Companies Act, 1956, however the Board is
of the view that the amount received by the Company from its promoters/
relatives are for the purpose of business and for performance of
certain sales orders. Neither any application form has been filed up
for these receipts nor the receipts are issued by the Company, hence
these are not falling as deposits under section 58A of the Companies
Act, 1956.
M/s. Chandrakant & Sevantilal & J. K. Shah & Co., Chartered
Accountants, Vadodara will retire as Auditors at the ensuing Annual
General Meeting and are eligible for re-appointment. You are requested
to appoint Auditors. The Company has received a letter from them to
the effect that their re-appointment, if made would be within the
limits specified under Section 224(1 B) of the Companies Act, 1956.
13) ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation for the
co-operation and support received from Financial Institutions, Banks,
BIFR, Customers and other Government agencies. Your Directors place on
record their appreciation for the services rendered by Employees during
the critical period of the Company.
On Behalf of the Board of Directors
For ROYAL CUSHION VINYL PRODUCTS LTD.
Sd/- Sd/-
Mahesh K. Shah Jayesh A. Motasha
Chairman & Managing Director Director
Place : Mumbai
Date : 12th August, 2013
Mar 31, 2012
To The Members of Royal Cushion Vinyl Products Limited,
The Directors have pleasure in presenting the 28th Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2012.
1) FINANICAL RESULTS:
(Rs. in Lacs)
Particulars Current Previous
year ended year ended
31.03.2012 31.03.2011
Revenue from operations (Net) 4655.96 4154.68
Other Income 29.63 6.29
Total Income 4685.59 4160.97
Total Expenditure 5163.21 4536.32
Profit/(loss) before interest and (477.62) (375.35)
depreciation
Add: Finance & Bank Charges 1497.34 1133.10
Depreciation 802.33 791.23
Prior year's expenses/income 1.87 (3.74)
Loss before Exceptional item 2775.43 2303.42
Exceptional item 1278.18 Nil
Loss for the year (1497.25) (2303.42)
2) PERFORMANCE:
The Company has achieved turnover of Rs.4655.96 as against Rs.4154.68
Lakhs in the previous year. The increase in turnover is mainly due to
inflation i.e. price of finished products has gone up.
3) DIVIDEND:
In view of losses, the Board of Directors is unable to declare any
dividend for the year 2011-2012.
4) STATUS WITH BIFR:
As reported in the earlier Annual Reports, the Company has been
registered with BIFR since September, 2002. The BIFR in its hearing
held on 12.07.2012 informed to the creditors that Company has settled
the dues of 82.5% of secured creditors namely Standard Chartered Bank
and ARCIL. The Company has also submitted the proposal under one time
settlement to the other secured creditors including Saraswat Bank and
are under active discussion with the banks and the next date of hearing
is fixed on 11.09.2012.
4a) FIXED DEPOSITS:
The Company has not received any deposit from Public during the year.
5) PARTICULARS OF EMPLOYEES:
Provisions of section 217 (2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules 1975, are not applicable to
the Company.
6) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchases of stores, raw materials including components, plant and
machinery, equipments and other assets and also for the sale of goods.
7) HUMAN RESOURCES / INDUSTRIAL RELATIONS:
The Company has cordial industrial relations at all levels during the
year under review.
8) DIRECTORS:
Mr. Deepak A. Motasha and Mr. Jayesh A Motasha, Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. Your Directors
recommend their reappointment. (Details are furnished under Notice).
9) Directors' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
a) that in the preparation of the Annual Accounts for the financial
year ended 31st March, 2012 the applicable accounting
standards/practices had been followed along with proper explanation
relating to material departures;
b) that 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 profit or
loss of the Company for that period;
c) that the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) that the Directors had prepared the accounts for the financial year
ended 31st March, 2012 on a going concern basis.
10) CORPORATE GOVERNANCE:
A separate reports on Corporate Governance is annexed hereto as
Annexure "A".
11) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE:
The particulars of energy conservation, technology absorption and
foreign exchange earnings and outgo, as applicable to the Company are
as per Annexure "B" attached to the report.
12) AUDITORS' REMARKS & APPOINTMENT:
As regards the remarks & Qualifications in the Auditor's Report, please
refer to the Notes forming Part of the Accounts which are
self-explanatory. M/s. Chandrakant & Sevantilal & J. K. Shah & Co.,
Chartered Accountants, Vadodara will retire as Auditors at the ensuing
Annual General Meeting and are eligible for re-appointment.
You are requested to appoint Auditors.
The Company has received a letter from them to the effect that their
re-appointment, if made would be within the limits specified under
Section 224(1B) of the Companies Act, 1956.
13) ACKNOWLEDGEMENT:
The Directors wish to place on record their appreciation for the
co-operation and support received from Financial Institutions, Banks,
BIFR, Customers and other Government agencies. Your Directors place on
record their appreciation for the services rendered by Employees during
the critical period of the Company.
On Behalf of the Board of Directors For
ROYAL CUSHION VINYL PRODUCTS LTD.
Vinod K. Shah Mukesh A. Motasha
Executive Director Director
Place : Mumbai
Date :31st July, 2012
Mar 31, 2010
The Directors have pleasure in presenting the 26th Annual Report
together with Audited Accounts of the Company for the year ended 31st
March, 2010.
1) FINANICAL RESULTS:
(Rs.in Lacs)
Particulars Current Previous
year ended year ended
31.03.2010 31.03.2009
Sales and operating income 4224 5111
(includes changes in stocks)
Other Income 33 118
TOTAL INCOME 4257 5229
Total Expenditure 4327 5260
Profit/(loss) before interest and (70) (31)
depreciation
Add: Finance & Bank Charges 1106 1787
Depreciation 807 808
Profit/(loss) before tax (1983) (2626)
Provision for fringe benefit tax - 6
Profit/(Loss) after taxation (1983) (2632)
Prior yearÃs expenses 15 (9)
Bal. Brought forward from (41230) (38607)
previous year
Balance carried forward to (43228) (41230)
balance Sheet
2) PERFORMANCE:
The Company has achieved turnover of Rs. 4224 lacs as against Rs. 5111
lacs in the previous year. The reduction in turnover is mainly due to
overall slowdown in export, recession including to tough competition
from local, international market.
3) DIVIDEND:
In view of losses, the Board of Directors is unable to declare any
dividend for the year 2009-2010.
4) STATUS WITH BIFR:
As reported in the earlier Annual Reports, the Company has been
registered with BIFR since September, 2002. The IDBI, BOI, OBC & EXIM
Bank have transferred their debts to ARCIL. The company has already
settled entire dues of UBI under one time settlement and has initiated
negotiation with rest of banks for One Time Settlement. On finalization
of above, a Draft Rehabilitation Scheme ( DRS) for the company will be
recommended for approval to the HonÃble BIFR.
The matter is pending at AAIFR & next hearing is scheduled on
13.09.2010. The Company is in active discussion with lenders for one
time settlement.
5) FIXED DEPOSITS:
The Company has not received any deposit from Public during the year.
6) PARTICULARS OF EMPLOYEES:
Provisions of section 217 (2A) of the Companies Act, 1956 read with the
Companies ( Particulars of employees) Rules 1975, are not applicable to
the Company.
7) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems commensurate with the
size of the Company and the nature of its business with regard to
purchases of stores, raw materials including components, plant and
machinery, equipments and other assets and also for the sale of goods.
8) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/IND. RELATIONS FRONT.
The Company has cordial industrial relations at all levels during the
year under review.
9) DIRECTORS:
Shri. Deepak A Motasha and Shri Jayesh Motasha, Directors of the
Company retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment. Your Directors
recommend their reappointment. (Details are furnished under Notice).
Members are aware that at the 24th A.G.M held on 27th September, 2008
duly approved the re- appointment of Mr. Mahesh K.Shah ( Managing
Director), Mr. Vinod K.Shah (Executive Director) & Mr. Mukesh A.
Motasha (Executive Director) & Govt. of India vide their letter dt.
27.01.2009, 22.06.2009 & 18.09.2009 respectively duly approved. The
Board of Directors / Remuneration Committee of the Company at itsÃ
meeting held on 30th July, 2010 reappointed Mr. Mahesh K.Shah as
Managing Director, Mr. Vinod K. Shah as Executive Director & Mr.
Mukesh A. Motasha as Execute Director, for a further period of 3 years
w.e.f. 1st April, 2011 to 31st March, 2014 subject to approval of
shareholders and Central Govt. under Section 198, 269, 309, 310 & 311 &
schedule XIII of the CoÃs Act, 1956.
10) DIRECTORSÃ RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directorsà Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2010 the applicable accounting standards/practices
had been followed along with proper explanation relating to material
departures;
(ii) That 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
profit or loss of the Company for the year under review;
(iii) That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) That the Directors had prepared the accounts for the financial
year ended 31st March, 2010 on a going concern basis.
11) CORPORATE GOVERNANCE:
A separate reports on Corporate Governance is annexed hereto as
Annexure "A".
12) PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPOTION AND FOREIGN EXCHNAGE EARNINGS AND EXPENDITURE:
The particulars of energy conservation, technology absorption and
foreign exchange earning and outgo, as applicable to the Company are as
per Annexure "B" attached to the report.
13) AUDITORSÃ REMARKS & APPOINTMENT:
As regards the remarks & Qualifications in the AuditorÃs
Report, please refer to the Notes forming Part of the Accounts which
are self-explanatory. M/s. Chandrakant & Sevantilal & J.K.Shah & Co.,
Chartered Accountants, Baroda will retire as Auditors at the ensuing
Annual General Meeting and are eligible for re-appointment.
You are requested to appoint Auditors.
The Company has received a letter from them to the effect that their
re-appointment, if made would be within the limits specified under
Section 224(1B) of the Companies Act, 1956.
14) ACKNOWLEDGEMENT:
The Directors wish to place on record their appreciation for the
co-operation and support received from Financial Institutions, Banks,
BIFR, Customers and other Government agencies. Your Directors place on
record their appreciation for the services rendered by Employees during
the critical period of the Company.
On Behalf of the Board of Directors
For ROYAL CUSHION VINYL PRODUCTS LTD.
Mahesh K. Shah
Chairman & Managing Director
Place : Mumbai
Date : 30th July, 2010
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