| Dear Members,
The Directors have pleasure in presenting the Twenty Second Annual
Report of your Company together with the Audited Accounts for the year
ended March 31st, 2015.
1. FINANCIAL RESULTS:
Financial Year Ended 2014-2015 (Rs.) 2013-2014 (Rs.)
Gross Revenue 2, 64, 65, 49,254.00 3, 04, 69, 30,367.00
Profit Before Interest, 10, 68, 13,398.00 10, 37, 67,426.00
Depreciation and Tax
Less: Interest 3, 71, 21,316.00 4, 45, 83,837.00
Less: Depreciation 5, 98, 41,167.00 2, 61,74,471.00
Profit Before Tax 98, 50,915.00 3, 30, 09,118.00
Less: Provision for Tax 75, 33,309.00 86, 45,437.00
Profit after Tax 23, 17,606.00 2, 43, 63,681.00
Balance of Profit brought 39, 31,27,711.00 36, 87, 64,029.00
forward
Balance available for 39, 50, 02,830.00 39,31,27,711.00
appropriation
2. STATE OF COMPANYS' AFFAIRS AND FUTURE OUTLOOK:
The Company has made a profit of Rs. 23, 17,606/- (After Tax) during
the year in comparison of Rs. 2, 43, 63,681/- in previous year. There
is drastic change in the net profits of the Company which is majorly
due to change in the accounting and depreciation policies pursuant to
the provisions of the Companies Act, 2013 and market conditions of the
economy. But the company is hopeful of improving its positions in the
future. Your company is in the business of manufacturing and trading of
steel products such as bars, ingots etc and continuously doing its
efforts to improve the productivity and revenues of the company in the
interest of the stakeholders.
3. DIVIDEND:
Your Directors do not recommend any dividend at this stage as the
Company requires ploughing back of the profits to the working capital
of the Company and expects good results in the coming years.
4. SHARE CAPITAL:
The Authorized Capital of the Company is Rs. 18, 00, 00,000/- (Rupees
Eighteen Crore only) and the Paid up capital of the Company is Rs. 16,
33, 03,570/- (Rupees Sixteen Crore Thirty Three Lakh Three Thousand
Five Hundred Seventy only). There is no change in paid up capital of
the Company during the year under review.
5. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR:
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of the report.
6. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of the business of the Company during
the financial year 2014-15.
7. TRANSFER TO RESERVES:
Your Directors do not propose any amount of transfer to General
Reserves for the financial Year ended 31.03.2015.
8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:
The amount required to be transferred to the Investor Education and
Protection Fund in accordance with the provisions of Section 205 A of
the Companies Act, 1956 and Rules made thereunder, had been transferred
to the Fund and there is no such pending amount required to be
transferred.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
a) Mr. Anurag Rathi has been appointed as Chief Financial Officer of
the Company on 13.02.2015.
b) In accordance with the provisions of the Companies Act, 2013 and the
Company's Articles of Association, Shri Uddhav Rathi, Director of the
Company retire by rotation at the forthcoming Annual General Meeting
and being eligible for re- appointment. They have confirmed that they
are not disqualified under Section 164 of the Companies Act, 2013 and
they are eligible to be re-appointed as Directors of the Company.
c) Pursuant to Section 168 of the Companies Act, 2013, Mr. HarKishore
Kejriwal, the Independent director of the Company, has resigned from
the Company.
d) Ms. Parnika Rathi is appointed as the Women Director in the
Shareholders meeting (AGM) held on 30.09.2014.
10. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has no Subsidiary, Joint Venture or Associate Company.
11. BOARD EVALUATION:
Pursuant to the provisions of Companies Act, 2013 and clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Stakeholder committee. The manner in which the
evaluation has been carried out has been explained in Corporate
Governance Report.
12. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:
Majority of the Directors of the Company are related to each other in
accordance with Section 2 (77) of the Companies Act, 2013 and Rule 4 of
the Companies (Specification of Definitions Details) Rules, 2014.
13. REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
14. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL
(KMP)/ EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished
hereunder:
S. Name Designatio Remune- Remune- Increase in
No. n ration paid ration paid Remuneration
FY 2014-15 FY 2013-14 from previous
(in lakhs) (in year
lakhs)
1. Anurag Director/ 24.00 24.00 ------
Rathi CFO
2. Kamles Mg. ----- ----- -----
h Kumar Director
Rathi (KMP)
3. Parnika Director 12.00 ----- -----
Rathi
4. Uddhav Director ----- ----- ------
Rathi
S. Name Ratio/Times
No. per Median
of employee
remuneration
1. Anurag 13 times
Rathi
2. Kamles
h Kumar
Rathi
3. Parnika 6 67 times
Rathi
4. Uddhav
Rathi
15. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR UNDER REVIEW:
During the Financial Year 2014-15, the Company held five board meetings
of the Board of Directors as per Section 173 of Companies Act, 2013
which is summarized below. The provisions of Companies Act, 2013 were
adhered to while considering the time gap between two meetings.
S. No. Date of Meeting Board Strength No. of Directors Present
1. 30.05.2014 05 04
2. 13.08.2014 05 04
3. 06.09.2014 05 05
4. 14.11.2014 06 06
5 13.02.2015 06 05
16. OPERATIONAL REVIEW:
During the year, your Company had produced 60927.670 MT Steel Bars (Nil
Trading Purchase) and 24855.910 MT Ingots/ Billets as against
production of 71520.220 MT Steel Bars (Trading Purchase of 99.150 M.T.)
and 35439.565 MT ingots/Billets during the corresponding period of last
year.
17. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Binod Kumar Maheshwari & Mr. Ashok Kumar Garg are the Independent
Directors of the Company. The Board of Directors had received
declaration under Section 149(6) of the Companies Act, 2013.
18. CORPORATE SOCIAL RESPONSIBILITY:
The Companies Act, 2013 introduced the concept of CSR pursuant to
Section 135 while the eligibility criteria doesn't cover your Company
however, the CSR is an integral
part of the Company's activities and the Company carries on Corporate
Social Responsibility through Rathi Education Society since inception.
19. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of the Companies
Act, 2013 and in order to ensure that the activities of the company and
its employees are conducted in a fair and transparent manner by
adoption of highest standards of professionalism, honesty, integrity
and ethical behavior, the Company has adopted a Vigil Mechanism policy.
This policy has been prepared for directors and employees to report
their genuine concerns in the interest of the company and its
stakeholders.
20. AUDIT COMMITTEE AND ITS COMPOSITION:
As per Section 177(2), the composition of Audit Committee as on 31st
March, 2015 is as follows:
NAME DESIGNATION CATEGORY
Ashok Kumar Garg Chairman Independent Director
Anurag Rathi Member Executive Director/CFO
Binod Kumar Maheshwari Member Independent Director
There are no qualifications, reservations or adverse remarks in the
Audit Report.
21. AUDITORS:
21.1 STATUTORY AUDITORS:-
M/s A. K. Vaish & Co., (Firm Registration No. 506691C) Chartered
Accountants, Ghaziabad, who are the statutory auditors of the company,
retires at the conclusion of this Annual General Meeting and being
eligible, offers themselves for re-appointment. They have confirmed
that their re-appointment if made would be in conformity with the
limits prescribed under Section 139 of the Companies Act, 2013.
21.2 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, the Company has appointed M/s PWR Associates
(CP-4717, FcS-5431), Company Secretaries, Delhi to undertake the
secretarial audit of the Company. Secretarial Audit Report is annexed
herewith as Annexure A.
21.3 INTERNAL AUDITORS:
M/s Deepak IP Agrawal & Co., Chartered Accountants, performs the duties
of internal auditors of the Company and their report is reviewed by the
audit committee from time to time.
22. AUDITOR'S REPORT:
The notes to the Accounts referred to the Auditors' Report are self
explanatory, and therefore do not call for any further comments.
23. EXTRACT OF ANNUAL RETURN:
In compliance with Section 92(3), Section 134 (3) (A) and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014 the extract
of the Annual Return have been annexed with this board report in Form
MGT-9 as Annexure - B .
24. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the year under review, the Company has not advanced any loans or
given guarantees but made investments in equity shares and mutual funds
of various schemes in order to increase the returns of the Company in
the interest of stakeholders out of surplus funds available to the
Company from time to time.
S. Name of Party Particulars of Nature Purpose for
No. Investments which it shall be
used
1. HindustanMotors Purchase of Investment Revenue
Ltd. Shares generation
2. Jai Prakash Purchase of Investment Revenue
Associates Ltd Shares generation
3. IDBI Limited Purchase of Investment Revenue
Shares generation
4. Reliance Purchase of Investment Revenue
industries Ltd Shares generation
5. Reliance Power Purchase of Investment Revenue
Limited Shares generation
6. Mohan Finance Purchase of Investment Revenue
Limited Shares generation
7. Ushita Trading Purchase of Investment Revenue
Limited Shares generation
8. Nagesh Purchase of Investment Revenue
Investment Shares generation
Limited
9. Limitex Purchase of Investment Revenue
Investment Shares generation
Limited
10. Ecowave Purchase of Investment Revenue
Infotech Shares generation
Limited
11. Twenty First Purchase of Investment Revenue
Century (I) Ltd Shares generation
12. Quest Finance Purchase of Investment Revenue
Services Limited Shares generation
13. Reliance Money Investment in Investment Revenue
Manager Fund- Mutual Funds generation
G
14. Birla Sun Life Investment in Investment Revenue
Saving Fund-G Mutual Funds generation
15. Birla Sun Life Investment in Investment Revenue
Cash Manager Mutual Funds generation
Fund-G
16. Franklin India Investment in Investment Revenue
Ultra Term Mutual Funds generation
Bond-G
17. Axis Treasury Investment in Investment Revenue
Advantage Mutual Funds generation
Fund-G
18. ICICI Prudential Investment in Investment Revenue
Flexi Income Mutual Funds generation
Plan-G
19. UTI Treasury Investment in Investment Revenue
Advantage Mutual Funds generation
Fund-G
20. IDFC Money Investment in Investment Revenue
Manager- Mutual Funds generation
Tres Plan-G
21. ICICI Investment in Investment Revenue
Prudential Top Mutual Funds generation
100 Fund
22. ICICI Prudential Investment in Investment Revenue
Value Mutual Funds generation
Discovery Fund
23. National Saving Investment in Investment Revenue
Certificates National Saving generation
Certificate
Total Amount
S. Name of Party Amount (in Rs.)
No.
1. HindustanMotors 6,67,110.41
Ltd.
2. Jai Prakash 12,74,836.89
Associates Ltd
3. IDBI Limited 1,75,066.21
4. Reliance 19,62,633.95
industries Ltd
5. Reliance Power 1,65,082.80
Limited
6. Mohan Finance 16,779.00
Limited
7. Ushita Trading 1,78,965.00
Limited
8. Nagesh 1,12,408.00
Investment
Limited
9. Limitex 43,665.00
Investment
Limited
10. Ecowave 13,974.00
Infotech
Limited
11. Twenty First 39,474.00
Century (I) Ltd
12. Quest Finance 12,657.00
Services Limited
13. Reliance Money 40,00,000.00
Manager Fund-
G
14. Birla Sun Life 2,79,04,327.93
Saving Fund-G
15. Birla Sun Life 1,27,00,000.00
Cash Manager
Fund-G
16. Franklin India 5,32,06,227.98
Ultra Term
Bond-G
17. Axis Treasury 5,13,14,000.00
Advantage
Fund-G
18. ICICI Prudential 92,15,298.49
Flexi Income
Plan-G
19. UTI Treasury 94,38,000.00
Advantage
Fund-G
20. IDFC Money 2,14,04,000.00
Manager-
Tres Plan-G
21. ICICI 8,00,000.00
Prudential Top
100 Fund
22. ICICI Prudential 7,00,000.00
Value
Discovery Fund
23. National Saving 6,045.00
Certificates
Total Amount 19,53,50,552.00
25. INDUSTRIAL RELATIONS:
During the year, your Company maintained harmonious and cordial
industrial relations.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE:
During the year under review there has been no such significant and
material orders passed by the regulators or courts or tribunals
impacting the going concern status and Corporation in future.
27. STATUS OF LISTING:
The Company's shares are listed at Bombay Stock Exchange Ltd. The
Company has paid the listing fees to the Stock Exchange, Mumbai for the
year 2015-2016.
The Company's shares are currently traded in compulsory DMAT Segment in
BSE.
28. PUBLIC DEPOSITS:
Your Company has not invited or accepted any deposits from the Public
during the year and there were no unpaid and unclaimed deposits as on
March 31, 2015. Hence, no information is required to be appended to
this report in terms of Non-Banking Financial Companies Acceptance of
Public Deposits (Reserve Bank of India Directions, 1998).
29. PARTICULARS OF EMPLOYEES:
None of the Employee was drawing remuneration in excess of the limits
laid by the Companies Act, 2013 as specified under Rule 5(2) and Rule 5
(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
30. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information as required under Section 134(3) (m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, our director
furnish following information as required.
A) CONSERVATION OF ENERGY:
The Company is using best technology available for conservation of
energy and had taken adequate steps to improve the conservation of
energy and this is a continuous process and forms an integral part of
responsibilities of departmental heads.
Some of the energy conservation steps taken are as follow:
i) Optimum Capacity utilization.
ii) Optimization of pump and motor operations through standard
operating practices.
iii) Strict quality checks on inputs thus saving electricity
consumption.
iv) Minimization of handling losses.
v) Total Energy Consumption and Energy Consumption per unit of
production is optimum as per industry standards.
During the year under review, the Company has consumed 3528.890 MT
steam coal, 3, 92, 11,434 units of Electricity.
B) TECHNOLOGY ABSORPTION:
The Company is using technology, which is best available in the Steel
Industry and always step forward to upgrade the same.
31. CORPORATE GOVERNANCE:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance, a Certificate from the Statutory Auditors of the company
M/s. A K Vaish & Co., Chartered Accountants confirming the compliance
with the conditions of Corporate Governance, a Management Discussion
and Analysis Report and Managing Director's Report are made part of the
Annual Report.
32. RELATED PARTY TRANSACTIONS :
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors,
Management or their relatives, which could have had a potential
conflict with the interests of the Company. Transactions with related
parties entered by the Company in the normal course of business are
periodically placed before the Audit Committee for its omnibus approval
and the particulars of contracts entered during the year as per Form
AOC-2 is enclosed as Annexure-C
None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
33. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
informations and explanations obtained by them, your directors make the
following statement in terms of Section 134 (3) (c) of the Companies
Act, 2013:
i) in the preparation of the annual accounts for the Financial Year
2014-15, the applicable accounting standards have been followed along
with proper explanations relating to material departures;
ii) 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 31st March 2015 and of
the Profit & Loss of the Company for that period;
iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) the Directors had prepared the annual accounts on a going concern
basis;
v) the Directors have laid down internal financial controls to be
followed in the Company and that such internal financial controls are
adequate and were operating effectively;
vi) 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.
34. BUSINESS RISK MANAGEMENT:
In accordance with clause 49 of the listing agreement the Board Members
were informed about risk assessment and minimization procedures after
which the Board formally adopted steps for framing, implementing and
monitoring the Risk Management Policy for the Company.
The main objective of this policy is to ensure sustainable business
growth with stability and to promote a pro-active approach in
reporting, evaluating and resolving risks associated with the business.
In order to achieve the key objective, the policy establishes a
structured and disciplined approach to Risk Management, in order to
guide decisions on risk related issues.
In today's challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the
Company are imperative. The common risks inter alia are: Regulations,
competition, Business risk, Technology obsolescence, Investments,
retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political
risk, fidelity risk, legal risk etc.
As a matter of policy, these risks are assessed and steps as
appropriate are taken to mitigate the same.
35. INTERNAL FINANCIAL CONTROL :
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded and reported to the
Management. The Company is following all the applicable Accounting
Standards for properly maintaining the books of accounts and reporting
financial statements. The internal auditor of the Company checks and
verifies the internal control and monitors them in accordance with
policy adopted by the Company.
36. ACKNOWLEDGEMENTS:
Your Directors take this opportunity to offer their sincere thanks to
the various Departments of the Central and State Governments, Bankers
to the Company, all customers, dealers, suppliers and contractors for
their continuous, valued assistance and support. Your directors also
wish to place on record their appreciation for dedicated services
rendered by all officers, staff and workers of the company at all
levels.
By order of the Board of Directors
FOR RATHI BARS LIMITED
Sd/- Sd/-
Place: New Delhi Kamlesh Kumar Rathi Anurag Rathi
Date: 01.09.2015 (Managing Director) (Director cum CFO)
DIN:00112321 DIN:00063345
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