| DEAR MEMBERS
The Directors have pleasure in presenting the 22nd Annual Report
together with the Audited Accounts of the Company for the year ended
31st March, 2015.
FINANCIAL SUMMARY
(In Rupees)
Particulars 31.03.2015 31.03.20l4
Turnover 31,56,90,020 30,36,31,325
Profit/Loss before Interest & 3,81,65,990 4,14,93,469
Depreciation
Interest & Depreciation 2,16,01,060 2,35,70,396
Profit before Tax (PBT) 1,65,64,930 1,79,23,073
Net profit after tax (PAT) 1,34,88,475 1,49,29,624
BUSINESS UPDATES AND STATE OF COMPANY'S AFFAIRS
During the year under review, your company has achieved a turnover of
Rs. 3156.90 Lakhs against Rs. 3036.31 Lakhs during the previous year.
However the Net Profit during the year was Rs. 134.88 Lakhs as against
Rs. 149.29 Lakhs during the previous year.
During the year under review the consolidated financial results
including its subsidiary company were better i.e.
( Rs. in Lakhs)
During the year Previous year
Sales: 54,081.49 48,425.77
PBT: 1972.43 1504.62
PAT: 1350.45 1100.22
Unexpected and wide fluctuation in the foreign currency and tough
competition in the international market will continue to be a
challenge but your Company foresees better sales turnover and
increased demand of laser printers toner and demand of its quality
products.
Your Company is continuously emphasizing for economy of scale benefit
as well as improvement in quality which would give competitive
advantage. The company is hopeful in achieving better performance
during the current year.
EXTRACT OF ANNUAL RETURN
Details forming part of the extract of the Annual Return in form MGT-9
is annexed with this report.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, 13 (Thirteen) meetings of the Board of
Directors were held, details of which are set out in the Corporate
Governance Report which form a part of this report.
BOARD COMMITTEES
Detailed composition of the mandatory Board Committees namely Audit
Committee, Nomination And Remuneration Committee and Stakeholders
Relationship Committee, number of meetings held during the year under
review and other related details are set out in the Corporate
Governance Report which forms a part of this report.
There have been no situation where the Board has not accepted any
recommendation of the Audit Committee.
DIRECTOR'S RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF
THE COMPANIES ACT, 2013
The Directors confirm that-
a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards had been
followed.
b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year as at 31st March, 2015
and of the profit and loss of the Company for that period.
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) the directors had prepared the annual accounts on a going concern
basis;
e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S 149 (6)
FROM INDEPENDENT DIRECTORS
Pursuant to Schedule IV and Section 149(6) of the Companies Act, 2013,
the Board has independent directors and there is appropriate balance
of skills, experience and knowledge in the Board so as to enable the
Board to discharge its functions and duties effectively. The
independent directors have submitted a declaration that the
independent directors meet with the criteria of independence as
required under Section 149(6) of the Companies Act, 2013.
NOMINATION AND REMUNERATION POLICY
The Company's policy on director's appointment and remuneration,
including criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided
under section 178(3) is annexed with this report.
EXPLANATION AND COMMENTS ON SECRETARIAL AUDITOR'S REPORT
There is no qualification, disclaimer, reservation or adverse remarks
made by Company Secretary in Practice in Secretarial Audit Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Full particulars of the loans granted are mentioned in the Note No.
N.A. of Notes to Accounts pursuant to Section 186 read with Companies
(Meetings of Board and its Powers) Rules, 2014.
The details of guarantee given and security provided are mentioned in
the Note No. 35(iii) of Note to Accounts.
Full particulars of investments made are stated in Note No. 12 in the
Note of Accounts.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of 188 of
the Act and hereto disclosed in Form AOC-2 which is a part of Annual
Report.
DIVIDEND
In view of need to conserve and plough back Company's resources to
fund the future expansion plans, your Directors do not propose any
dividend this year.
CONSERVATION OF ENERGY
The Company has a continuous monitoring systems to minimize the energy
consumption per unit of toner and manufacturing.
TECHNOLOGY ABSORPTION
The Company has fully absorbed the technology for manufacturing toners
used in three brands of photocopier Machines.
FOREIGN EXCHANGE EARNINGS & OUTGO
During the year under review, the Company has earned foreign exchange
of Rs 8,88,469 (Previous year NIL) and the Company has utilized
foreign exchange of Rs. 4,42,01,098 Previous Year Rs. 3,60,51,117/-
RISK MANAGEMENT
A detailed report on Risk Management is included in Management
Discussion And Analysis which forms a part of this report. The report
clearly states development and implementation of a risk management
policy for the Company including identification therein of elements of
risk along with risk mitigation plan.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Shri Raj Kumar Rathi, Managing Director
was designated as Key Managerial Personnel within the meaning of
Section 203 of the Companies Act, 2013.
Further, the Board of Directors of the Company propose to be appoint
Shri Vinod Somani, Shri Adarsh Kumar Aggarwal, Shri Anurag Yadav and
Smt. Anita Chopra as Independent Directors of the Company for a term
of five years i.e. the conclusion of the AGM in year 2020-21.
In accordance with the provisions of Companies Act, 2013 and
Memorandum and Articles of Association of the Company, Shri Sandesh
Jain, Director of the Company retires by rotation at the ensuing
Annual General Meeting and, being eligible, offers himself for
re-appointment.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Clause 32 and 50 of the Listing Agreement, Your Company
has prepared Consolidated Financial Statements as per the Accounting
Standards applicable to the Consolidated Financial Statements issued
by the Institute of Chartered Accountants of India, form part of the
Annual Report and are reflected in the Consolidated Financial
Statements of the Company along with the Auditor's Report are
annexed with this Report.
PUBLIC DEPOSITS
The Company has not accepted and invited any deposits from public
under Chapter V of the Companies Act, 2013
INTERNAL FINANCIAL CONTROL
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are stated in Management
Discussion and Analysis which forms a part of this report.
INFORMATION PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
1. the ratio of the remuneration of each 19.31%
director to the median remuneration
of the employees of the company for
the financial year;
2. the percentage increase in Nil
remuneration of each director, Chief Financial
Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the
financial year;
3. the percentage increase in the 5%
median remuneration of employees
in the financial year
4. the number of permanent employees 61
on the rolls of company Employees
5. the explanation on the relationship Nil
between average increase in remuneration
and company performance
6. comparison of the remuneration Nil
of the Key Managerial Personnel against
the performance of the company
7. variations in the market capitalisation Nil
of the company, price earnings ratio
as at the closing date of the current
financial year and previous financial year
and 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 in case of
listed companies, and in case of unlisted
companies, the variations in the net worth of
the company as at the close of the current
financial year and previous financial year
8. average percentile increase already Nil
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;
9. comparison of the each remuneration Nil
of the Key Managerial Personnel against the
performance of the Company
10. the key parameters for any variable Nil
component of remuneration availed
by the directors
11. the ratio of the remuneration of the Nil
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; and
12. affirmation that the remuneration is Nil
as per the remuneration policy of the company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Audit Committee's terms of reference inter-alia include vigil
mechanism which also incorporates a Whistle Blower Policy in terms of
Section 177 (10) of the Companies Act, 2013 and Clause 49 of the
Listing Agreement. The Company has adopted Whistle Blower Policy in
the meeting of Board of Directors held on February, 13th , 2015. The
Whistle Blower mechanism provides for Directors and employees to
report concerns about unethical behaviour, actual or suspected fraud
or violation of Company's Code of Governance and ethics. The Whistle
Blower Policy is uploaded on the website of the Company i.e.
www.rathitoner.com
FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS
The Company has familiarization programmes is uploaded on the website
of the Company i.e. www.rathitoner.com
FORMAL ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES
Pursuant to the provision of Section 134 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, the Nomination and
Remuneration Committee laid down a criteria for evaluating Board
effectiveness by assessing performance of the Board as a whole,
performance of individual Director and Committees of the Board i.e.
Audit Committee, Nomination And Remuneration Committee and
Stakeholders Relationship Committee. The Board approved the criteria
laid down by Nomination And Remuneration Committee for evaluating
Board effectiveness.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis in terms of Clause 49 of the
Listing Agreement forms a part of this report and is annexed to this
report as Annexure
AUDITORS
Statutory Auditor & their Report:
In the last Annual General Meeting (AGM) held on 29th September, 2014
M/s A.K. Maheshwari & Associates, Practicing Chartered Accountant
(Firm Registration Number500106N) have been appointed Statutory
Auditor's of the Company for a period of 3 years. Ratification of
appointment of Statutory Auditor is being sought from the members of
the Company at this AGM. Further, M/s A.K. Maheshwari & Associates
have under Section 139(1) of the Act and rules framed thereunder
furnished a certificate of their eligibility and consent for
appointment.
Further, the report of the Statutory Auditor alongwith notes to
schedules is enclosed to this report. The observations made in the
Auditor's Report are self explanatory and therefore do not call for
any further comments.
The Auditor's Report does not contain any qualification, reservation
or adverse remark.
Secretarial Auditor & their Report:
Pursuant to the provision of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board had appointed Mr. Manish Garg, M/s
Manish Garg & Associates, Practicing Company Secretaries, New Delhi
(Membership No. 26934) , a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company. The Report of the
Secretarial Audit in Form MR-3 is annexed herewith as Annexure
The Board has further appointed Mr. Manish Garg, M/s Manish Garg &
Associates, Practicing Company Secretaries, New Delhi (Membership No.
26934), to undertake the Secretarial Audit of the Company for the
Financial Year 2014-15
Internal Auditor & their Report:
The Board had appointed Mr. Suresh Kumar Somani, M/s HUMS & Associates
(FRN: 022230N) as Internal Auditor for the financial year 2014-15
under section 138 of the Companies Act, 2013 and they have completed
the internal audit as per scope given by the Audit Committee for the
financial year 2014-15.
CORPORATE GOVERNANCE
Your Company has complied with regulations provided in Clause 49 of
the Listing Agreement with the Stock Exchanges. A certificate from the
Auditors of the Company M/s A.K. Maheshwari & Associates, Chartered
Accountants, confirming compliance with conditions of Corporate
Governance as annexed herewith to this report.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-16 to BSE where the Company shares are listed.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from investors, vendors,
consumers, bankers and regulatory authorities and other stakeholders
towards the performance of the Company during the year under review.
For and on behalf of the Board
Raj Kumar Rathi Sandesh Jain
Managing Director Director
DIN: 00009569 DIN: 00318479
Place: New Delhi
Dated: 27.08.2015 |