DIRECTORS' REPORT Dear Members, Your Directors have pleasure in presenting their 34th Annual Report and the Company's Audited Financial Statement for the financial year ended March 31, 2015. 2. DIVIDEND In view of carried forward losses, your Directors have not recommended any dividend for the year under review. 3. RESERVES Since, there is loss during the year, the Company has not transferred any amount to the Reserves. 4. OPERATIONS AND FUTURE OUTLOOK During the financial year ended March 31, 2015, your Company was mainly engaged into the wholesale trading of commodities such as steel, bitumen, polymer etc. The Company has mainly imported the commodities from China, Middle East Countries and other Asian Countries. Unfortunately, during 2014 - 15, the domestic market of commodities was very volatile. As a result of such volatility and competition, your Company incurred losses. However, the turnover of the Company has increased from Rs. 1648.49 Lakhs in the previous year to Rs. 5059.04 Lakhs in the current year. The Company has made a Loss of Rs. 337.58 Lakhs during the year as compared to profit of Rs. 57.03 Lakhs in the previous year. The Company hopes that once volatility in the prices of the commodities become stable, the Company will be able to get good business. Your Company foresee a better year ahead. During the year under review, there has not been any change in the nature of the business of the Company. There are no material changes/commitments which will affect the financial position of the Company from the end of the financial report till the date of this Report. 5. SIGNIFICANT AND MATERIAL ORDERS There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. 6. INTERNAL FINANCIAL CONTROLS The Board of Directors has laid down the process and policies to ensure effective conduct of the business of the Company, to achieve its objects and to comply with the laws and regulations. During the year, the internal financial controls were tested and no major weaknesses were observed in the controls. 7. SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES During the year under review, there was no Company which became or ceased as a subsidiary company or a joint venture or an associate company of the Company. 8. PUBLIC DEPOSITS The Company has neither invited nor accepted any deposits from the public during the year under review. Also, there are no unclaimed or unpaid deposits lying with the Company for the period under review. 9. AUDITORS Statutory Auditors M/s Rungta & Associates, Chartered Accountants, Statutory Auditors hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for the re-appointment. The Directors recommend their reappointment to the Members at the forthcoming Annual General Meeting. The Auditors' Report does not contain any qualifications, reservations or adverse remarks. Internal Auditors During the year under review, M/s Ravi Seth & Co., Chartered Accountants, had carried out the internal audit exercise and submitted their reports. Secretarial Auditors Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Uma Lodha & Co., Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed as Annexure II to this Report. The remark in the Secretarial Audit Report is self-explanatory and do not call for further explanations and may be treated as adequate compliance of Section 134(3)(f) of the Companies Act, 2013. 10. EXTRACT OF ANNUAL RETURN The Extract of Annual Return in form No. MGT-9 as per Section 92(3) of the Companies Act, 2013 read with Rule 12 of Companies (Management & Administration) Rules, 2014 and Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is annexed as Annexure III and forms part of this report. 11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure I to this Report. 12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments During the year under review, the Members approved appointment of Mr. Sanjay Jatia as Managing Director of the Company for a period of 5 years commencing from August 11, 2014. The Members have also appointed Mr. Sarwan Kumar Lihala and Mr. Abhay Mutha as Independent Directors of the Company who are not liable to retire by rotation. Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with Rules made thereunder, the Board approved appointments of Mr. Navalkishor Gadia as Chief Financial Officer and Ms. Riya Sawant as Company Secretary of the Company. In terms of the provisions of Section 149, 152 and 161 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, your Company on April 15, 2015 appointed Ms. Divya Modi (DIN No. 07158212) as an Additional Director of the Company, who holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a Member proposing her appointment as Director of the Company. Your Directors recommend her appointment as a Non-Executive, Non-Independent Director of the Company, subject to retirement by rotation. Pursuant to the provisions of Section 149, 152, 161 and Schedule IV of the Companies Act, 2013, your Company on August 4, 2015 appointed Mr. Panna Lal Jyotshi (DIN No. 07248640) as an Additional Director of the Company, who holds office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a Member proposing his appointment as Director of the Company. Your Directors recommend his appointment as a Non-Executive, Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five consecutive years commencing from the date of ensuing Annual General Meeting." Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, information on the Directors seeking appointment/ reappointment is provided as a part of the Notice convening the ensuing Annual General Meeting. Resignation On April 15, 2015, Mr. Mohanlal Jatia resigned as Chairman and Director of the Company due to other personal and professional commitments. Mr. Sarwan Kumar Lihala resigned as Independent Director of the Company with effect from August 4, 2015. The Board places on record their deep appreciation for the valuable contribution made by Mr. Mohanlal Jatia and Mr. Sarwan Kumar Lihala during their tenure as Director of the Company. 13. DECLARATIONS FROM INDEPENDENT DIRECTORS Pursuant to Section 134 (3) (d) of the Companies Act, 2013, your Company confirms having received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 14. BOARD EVALUATION In compliance with the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance evaluation of the Board and that of its Committees and Individual Directors have been carried out during the year under review. Performance of each of your Directors is evaluated by the entire Board excluding the Director being evaluated with specific focus on the performance and effective functioning of the Board. The evaluation process also considered the time spent by each of the Board members, Core competencies, personal characteristics, accomplishment of specific responsibilities and expertise. The Board approved the evaluation results. 15. BOARD DIVERSITY The Company believes that a diverse board will enhance the decision making of the Board by utilizing the difference in skills, experience and background, geographical; and industry experience, ethnicity, gender knowledge and length of services and other distinguishing qualities of the members of the Board Accordingly, the Company has framed Board Diversity Policy. 16. TRAINING OF INDEPENDENT DIRECTORS Every new Independent Director of the Board is provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with your Company's procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, business strategy and risk involved. Your Company has set up Familiarization Policy for newly appointed Independent Directors and the same is available on the website of the Company www.ramgopalpolytex.com 17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS DURING THE YEAR Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The Board met Five (5) times during the Financial Year 2014-15 viz May 6, 2014, May 30, 2014, August 11, 2014, November 14, 2014 and February 3, 2015. 18. NOMINATION & REMUNERATION POLICY The Company has adopted a Policy on Nomination and Remuneration for Directors, Key Managerial Personnel and Other Employees. The said policy includes criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013. The said Policy is available on the website of the Company www.ramgopalpolytex.com 19. CORPORATE GOVERNANCE Your Company is committed to achieve the highest standards of Corporate Governance. As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, a Report on Corporate Governance is enclosed as an Annexure to this report. A Certificate from M/s Rungta & Associates, Chartered Accountants, conforming compliance to the conditions of Corporate Governance is attached to Corporate Governance Report. 20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT In terms of the provisions of Clause 49 of the Listing Agreement, the Management Discussion and Analysis Report is annexed to this Report and forms part of this Annual Report. 21. ESTABLISHMENT OF VIGIL MECHANISM-WHISTLE BLOWERS' POLICY FOR DIRECTORS AND EMPLOYEES The Board has formulated a Whistle Blowers' Policy to provide a secure environment to the employees and to encourage them to report unethical, unlawful or improper practices, acts or activities in the Company and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Audit Committee oversees the vigil mechanism. 22. PARTICULARS OF LOAN, GUARANTEE & INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013: Details of Loan, Guarantees, Securities and Investments under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 25.15 to the Financial Statements. 23. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company. The Policy on Related Party Transactions and dealing with related party transactions as approved by the Board is posted on the website of the Company www.ramgopalpolytex.com 24. CORPORATE SOCIAL RESPONSIBILITY (CSR) The provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto, are not applicable to your Company for the year under review. 25. PARTICULARS OF EMPLOYEES Disclosure as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 A) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: C) the percentage increase in the median remuneration of employees for the financial year 2014-15 is at 15%; D) the number of permanent employees on the rolls of the Company is 7 (Seven) as on March 31, 2015. E) The explanation on the relationship between average increase in remuneration and company performance: Your Company considered the following factors while recommending the increase in compensations: - Sales growth of your Company during the year under review - Salary Benchmarking against peer companies - Industry Benchmarks - Yearly raise to boost morale of employees - Inflation rate F) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company: Comparison of remuneration of the Key Managerial Personnel against the performance of the company is not possible as the KMPs were appointed during the year 2014- 15. G) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer: Since, the shares of the Company are suspended from trading, the information under Rule 5 (1)(vii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not possible. H) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; On an average the employees get yearly increase of 15%. However such comparison is not possible as the KMPs were appointed during the year 2014-15. I) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company: As the KMPs were appointed for part of a year, such comparison is not possible. J) Key parameters for any variable components of remuneration availed by the Directors: There are no variable components present in the salary structure of the Director. K) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; 1.16X L) Affirmation that the remuneration is as per the remuneration policy of the company- The Board of Directors of the Company affirms that the remuneration is as per the remuneration policy of the Company. M) During the year under review, there have not been any employees in the Company who if employed throughout the financial year were in receipt of remuneration for that year, not less than Rs .60 Lakhs per annum or if employed for a part of the financial year were in receipt of remuneration for any part of that year, at a rate which in aggregate was not less than Rs. 5 Lakhs per month. N) Details of employees in receipt of remuneration in excess of that drawn by the Managing Director and who held by himself or alongwith his spouse or dependent children, not less than 2% of the equity shares of the Company: Nil 26. DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: 1. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards had been followed and there are no material departures from the same; 2. the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2015 and of the Loss of the Company for the year ended on that date; 3. 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; 4. the Directors have prepared the annual accounts on a 'going concern' basis; 5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and 6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 27. RISK MANAGEMENT POLICY Your Company has devised and implemented a mechanism for Risk management and has developed a Risk Management Policy. The Policy provides for identification of internal and external risks and implementing risk mitigation steps. The said Policy is available on the website of the Company www.ramgopalpolytex.com 28. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 During the year 2014-15, no complaints were received by the Company related to sexual harassment. 29. ACKNOWLEDGEMENT Your Directors wish to place on record their sincere thanks to all the employees of the Company for their continuing commitment and dedication. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders such as banks, financial institutions, various State and Central Government authorities, customers, vendors and last but not the least our valued shareholders, for all their support and trust reposed in the Company. ON BEHALF OF THE BOARD OF DIRECTORS Sanjay Jatia (Chairman and Managing Director) DIN No. 00913405 Place: Mumbai Date: August 11, 2015 |