| Dear Members,
The Directors have pleasure in presenting the 21st Annual Report of
your Company together with the Audited Financial Statements for the
year ended 31 st March 2015.
FINANCIAL RESULTS
The Financial Performance of your Company for the year ended 31 * March
2015 is summarized below:
Year Ended Year Ended
31.03.2015 31.03.2014
Rs.in Lakhs Rs.in Lakhs
Net sales 2329.18 2064.38
Other Income 55.25 34.21
Total (A) 2384.43 2098.59
Total Expenditure 2138.89 1918.18
Profit before interest & depreciation 245.54 180.41
Interest & financial charges 36.90 57.14
Depreciation 60.47 40.12
Profit before tax 148.17 83.15
Provision for tax incl tax for 52.54 27.26
earlier years
Deferred tax - current 1.71 -0.20
Profit after tax 93.92 56.09
Profit brought forward 511.28 456.90
Transfer to General Reserve 10.00 1.71
Depn written off as per Sch II of 6.70 Nil
Companies Act 2013
Proposed Dividend (5%) 30.80 0.00
Dividend tax 52.4 0.00
Balance carried to Balance sheet 552.46 511.28
DIVIDENDANDTRANSFERTO RESERVES
Your Directors have recommended a dividend of Re.0.10 ps (i.e. @ 5%) on
the Equity Shares of Rs 21- each (previous year Rs.Nil.). The dividend,
if approved by the members at the ensuing Annual General Meeting, will
be paid to eligible shareholders as on the date of the21"AGM.
Your Directors have transferred an amount of Rs 10.00 lakhs to the
General Reserves out of the profits made during the year.
CAPITAL ISSUANCE AND COPORATE ACTIONS
During the year, the following capital issuance and corporate actions
have taken place:
i. Your Board of Directors have allotted 240,000 Equity shares of Rs 10
each for cash at a price of Rs 35.82 per share to promoters and
promoters group who have exercised their option to convert equal number
of Warrants as per the terms of issue of the Warrants allotted to them
as per approval accorded by the members at their Extraordinary General
Meeting held on 22nd February 2013.. The proceeds raised have been
utilized to meet the working capital requirements.
ii. Your Board of Directors have allotted 951,100 Equity shares of Rs
10 each for cash at a price of Rs 54.00, which includes a premium of Rs
44/- per share, on a preferential basis to applicants belonging to
Non-Promoters group as per approval accorded by the members at their
Extraordinary General Meeting held on 30* August 2014. The proceeds
raised have been utilized to meet the working capital requirements.
iii. Your Board of Directors have allotted 10,00,000 Convertible Equity
Warrants with each Warrant convertible into one equity share of the
Company of nominal value of Rs. 10/- each at a price of Rs. 54/- which
includes a premium of Rs. 44/- per share on preferential basis to the
applicants belonging to the Promoters and Non-Promoters Group as per
approval accorded by the members at their Extraordinary General Meeting
held on 30* August 2014. The Company has received the allotment money
equivalent to 25% of the total consideration per warrant and proceeds
raised have been utilized for working capital purposes. The Warrants
are convertible at the option of the allottees into equal number of
Equity shares of Rs 10 each at a premium of Rs 44/- within a period of
18 months from the date of allotment and the Company has not received
any warrants for conversion till the date of this report.
iv. The Board of Directors have sub-divided each Equity Share of the
Company having a face value of Rs. 10 each fully paid-up into 5 (five)
Equity Shares of face value of Rs. 2 each fully paid-up as per the
approval accorded by the members through postal ballot and electronic
voting process on 11 * April 2015. Thus, as on the record date on 12*
May 2015 fixed by the Board of Directors for the purpose of
sub-division, the 61,61,100 Equity Shares of Rs 101- each fully paid up
were sub-divided into 308,05,500 Equity shares of Rs 21- each fully
paid up which has been duly credited to the demat account / physical
share certificates sent to all the eligible members in lieu of and in
cancellation of the Equity shares of Rs 101- each held by them as on
the record date on 12* May 2015. The outstanding 10,00,000 Convertible
Warrants of Rs 10 each will be eligible to be converted into 50,00,000
Equity shares of Rs 2 each at an appropriate price and premium as per
the terms of issue of the Convertible Warrants as and when the same is
lodged for conversion by the respective allottees.
CREDIT RATING
Your Directors take pleasure in informing that your Company has been
rated by NSIC-CRISIL Performance and Credit Rating for Small Scale
Industries and they have awarded your Company with rating of'SE 2B
which indicates 'High Performance Capability and Moderate Financial
Strength'.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any subsidiary, joint venture or associate
companies.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
i. in the preparation of the annual accounts for the year ended March
31,2015, the applicable accounting standards read with requirements set
out under Schedule III to the Act, have been followed and there are no
material departures from the same;
ii. the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to givea true and fairview of the state of affairs of
the Company as at March 31,2015and of the profit of the Company for the
year ended on that date;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a 'going
concern' basis;
v. 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
vi. 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.
CORPORATE GOVERNANCE
Your Company has complied with all the material requirements of
Corporate Governance prescribed under Clause 49 of the Listing
Agreement. A report on Corporate Governance is annexed and it forms
part of this report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year, the Company had not entered into any contract,
arrangement or transaction with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board was put up on
the website of the Company at www.rasielectrodes.com and it is also
furnished in the Corporate Governance Report.
Your Directors draw attention of the members to Note 22.4 to the
financial statement which sets out related party disclosures.
RISK MANAGEMENT
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in framing and overseeing risk management policy and its
periodical review, implementation and taking of pre-emptive corrective
actions as may be deemed necessary. Your Company has adequate risk
management infrastructure in place capable of addressing risks faced by
the company both internal and external.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, no reportable
material weakness have surfaced with regard to those internal controls
in place.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review members have approved the appointment of
Mr B Ranjit Kumar Kothari as Non-Executive, Non-Independent Director
liable for retirement by rotation. Members have also approved the
appointment of Mr Hitesh M Dharamshi, Mr K Ajay Goyal and Mr N Prakash
Kumar as Independent Directors not liable for retirement by rotation.
Your Directors have, based on the recommendation made by the Nomination
and Remuneration Committee, appointed Mr P Kashyap Kothari as Chief
Financial Officer which was approved by the members during the year.
Your Directors have appointed Mrs Payal Jain as Additional Director who
will be holding office only up to the ensuing Annual General meeting.
The Company has received a special notice along with requisite deposit,
from a member proposing the appointment of Mrs Payal Jain as a Director
on the Board of the Company liable for retirement by rotation.
Your Directors Mr Ranjit Kumar Kothari retire by rotation at the
ensuing Annual General meeting and being eligible is offering himself
for re-appointment.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Companies Act, 2013 and
Clause 49 of the Listing Agreement with the Stock Exchange.
The Nomination & Remuneration Committee has submitted its
recommendation as regards the Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which include criteria for performance evaluation of the non-executive
directors and executive directors. The Board has accepted the
recommendation and it shall be implemented for performance evaluation
during the current financial year ended 3111 March 2016.
A familiarisation program was conducted for the Independent Directors
wherein the roles, rights, responsibilities of the Independent
Directors, the business model of the company and the industry related
developments was apprised and presented to them. The details of the
familiarisation program conducted for Independent Directors, Policy for
selection of Directors and determining Directors independence,
Remuneration Policy for Directors, Key Managerial Personnel and other
employees are also put upon the website of the Company
atwww.rasielectrodes.com.
Your Company has appointed Ms Jagruti Jain as Company Secretary with
effect from 2nd May 2015.
EMPLOYEES STOCK OPTION SCHEME
The Company has not formulated any Employees Stock Option scheme.
AUDITORS & AUDITORS REPORT Statutory Auditor
The report of the Statutory Auditors M/s ANP Associates., Chartered
Accountants, Chennai, is annexed to this report. The Auditors Report
does not contain any qualification, reservation or adverse remarks.
The Statutory Auditors shall be holding office until the conclusion of
the ensuing Annual General Meeting and are eligible for re-appointment.
They have confirmed they are eligible for re-appointment and they are
not disqualified for re-appointment as Statutory Auditors of the
Company.
Secretarial Auditor
The Board has appointed Mr AM Gopikrishnan, Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,2015
is annexed to this report.
Internal Auditor
The Board has appointed Mr G Mahavirchand Kochar, Independent
Practicing Chartered Accountant as an Internal Auditor as required
under section 138 of the Companies Act, 2013. The Internal Auditor
reports to the Audit Committee and the periodical reports submitted by
him are reviewed by the Audit Committee and the Board. No adverse
findings were reported by the Internal Auditor during the year.
DISCLOSURES
Corporate Social Responsibility
Your Company is not falling within the financial criteria laid down
under section 135(1) of the Companies Act, 2013, and as such is not
under obligation constitute Corporate Social Responsibility committee
and undertake CSR activities.
Audit committee
The Audit Committee comprises of two Independent Director and one
Non-Independent Director and as such the composition requirements
prescribed under section 177 of the Companies Act, 2013 and the Listing
Agreement is satisfied. All the recommendations made by the Audit
Committee during the year have been accepted by the Board.
Vigil Mechanism
The Company has put in place a vigil mechanism in order to facilitate
Directors and Employees to report on genuine concerns. The Whistle
Blower policy adopted by the Company and the Vigil Mechanism as a part
of the said policy has been put up on the website of the Company at
www.rasielectrodes.com.
Meetings of Board
During the year fourteen meetings of the Board of Directors were held.
The dates on which the Board meetings were held and the attendance of
the Directors therein is furnished in the Corporate Governance Report.
Particulars of Loans given, Investments made, Guarantees given and
securities provided.
The particulars of Loans given, investments made and the purpose for
which the loan given is proposed to be utilized by the recipient is
furnished in Note:22.6 to the financial statements.
The Company has not given any guarantees and has not provided any
security during the year.
Conservation of energy, technology absorption, foreign exchange
earnings and outgo.
As required under the Provisions of Sec. 134(3)(m) of the CompaniesAct
2013, information relating to Conservation of energy, technology
absorption, and foreign exchange earnings and outgo is annexed to this
report.
Extract of Annual Return
The extract of Annual Return as on 31* March 2015 in the prescribed
Form MGT9 is annexed to this report.
Particulars of Employees and related disclosures
In terms of the requirements of Section 197(12) of the CompaniesAct,
2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Directors wish
to state that none of the employees are drawing remuneration in excess
of the limits set out in the said rules.
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, is
annexed to this report.
Employees Stock Option Scheme
The Company has not formulated any Employees Stock Option scheme.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has in place Anti Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy. The Company has not received any complaints under the said Act
during the year.
General
Your Directors do not have anything to report or disclose on the
following items since there were no transaction relating to them during
the year:
i. No deposits were accepted attracting the provisions of section
73-76 of the Companies Act, 2013.
ii. The Company has not issued any equity shares during the year with
differential rights as to dividend, voting or otherwise.
iii. The Company has not issued any shares (including sweat equity
shares) to any of its employees during the year.
iv. The Company does not have any subsidiary, Joint venture or
associate companies andas such the Managing Director / Whole time
Directors receiving any remuneration from such companies does not
arise.
v. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
vi. There were no material changes and commitments affecting the
financial position of the company which have occurred between 31st
March 2015 and the date of this report
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the various Governmental
authorities, the Company's Bankers M/s.Dena Bank, the customers, and
Suppliers. Your Directors also wish to place on record the dedicated
Services rendered by the employees of the Company at all levels.
By Order of the Board,
For & on behalf of the Board of Directors
B POPATLAL KOTHARI
CHENNAI CHAIRMAN & MANAGING DIRECTOR
DATED: 12*August2015 DIN: 00594168
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