Dear Shareholders,
Your Directors have pleasure in presenting the 75th Annual Report on the business and
operations of your Company together with the audited Financial Statements for the year
ended March 31, 2023:
Financial Results and State of Affair ( Rs. In Lakhs)
Particulars
|
Financial Year ended
March 31, 2023
(Standalone) |
Financial Year ended
March 31, 2022
(Standalone) |
Financial Year ended
March 31, 2023
(Consolidated) |
Financial Year ended
March 31, 2022
(Consolidated) |
Revenue from Operations |
6,862.19 |
3,299.07 |
14,332.64 |
9,239.44 |
Other Income |
487.78 |
858.73 |
354.09 |
731.45 |
Profit Before Depreciation,
Finance Costs , Exceptional items and Tax Expenses |
1,802.38 |
1,049.27 |
1,945.36 |
1,000.32 |
Less : Depreciation/ Amortization/Impairment |
203.03 |
219.19 |
348.99 |
381.70 |
Profit Before Finance Costs, Exceptional items
and Tax Expenses |
1599.35 |
830.08 |
1,596.38 |
618.62 |
Less: Finance Costs |
183.01 |
229.65 |
267.04 |
313.64 |
Profit before Exceptional Items and Tax
Expenses |
1416.34 |
600.43 |
1329.33 |
304.98 |
Add/Less Exceptional Items |
0 |
0 |
0 |
0 |
Profit Before Tax Expense |
1416.34 |
600.43 |
1329.33 |
304.98 |
Less: Tax Expenses |
|
|
|
|
Current Tax |
370.00 |
163.36 |
370.00 |
163.36 |
Add: Deferred Tax Charge/ Credit |
62.89 |
(16.18) |
62.89 |
(16.18) |
Profit for the year |
983.45 |
453.25 |
896.44 |
157.80 |
Other Comprehensive Income (Net of Tax) |
(12.67) |
40.82 |
(12.67) |
40.82 |
Total |
970.78 |
494.07 |
883.77 |
198.62 |
Company's Performance
Dear Shareholders, on the momentous occasion your Company takes immense pride in
presenting its Seventy Fifth operational performance for the Financial Year 2022-2023.
Standalone:
This year's operational performance has been marked by a record Highest
Ever Profit before Tax in your company's history. At Rs. 14.16 crores your
company has achieved a remarkable increase in this key performance matrix. This is an
increase of over 136% from last financial year's figure of Rs. 6 crores.
This year's EBITDA stands at a healthy of Rs.18.02 crores. This is
a huge improvement from last years EBITDA of Rs 10.49 crores.
Net Revenue from Operations for the year was Rs. 68.62 crores as compared to Rs. 32.99
crores in the previous year resulting in an increase of 108 %.
The company earned its highest ever Revenue from Exports at Rs. 32.15
Crores. This translates to approximately 47% of the company's revenue coming from
Exports. This is a welcome Development for the company.
Your company is extremely happy to inform that it has been accorded the
status of "Star Export House" from Government of India, Ministry of Commerce.
This is testimony to the relentless pursuit of your company to continuously diversify its
markets.
The company continues to earn Other Income in the form of Interest on
Term Deposits, Profit on Sale and Increase in Value of Listed Investments, Rental Earnings
and Export Incentives. This figure stood at Rs. 4.88 Crores this financial year. These
Other Incomes continue to cushion the company and its profitability in good times and bad.
The company continues to believe in its philosophy of being Prudent,
Frugal and Financially Responsible. The company will continue to borrow responsibly and
keep debt levels low. We continue to remain a "NET DEBT FREE" Company,
as the value of our Investments and Deposits remain higher than our external debt
borrowings. Our Debt-to-Equity Ratio is at a very respectable 0.02. Our Interest Coverage
Ratio has improved dramatically from 3.61 to 8.73.
Consolidated:
The consolidated revenue of the Company has increased to Rs. 143 crores
in the current year from Rs. 92 crores in the previous year. Moving forward the Company
expects revenue to increase further as capacity utilization of its Wholly Owned
Subsidiary, Reengus Wires Private Limited goes up.
The Net Profit of the company on a consolidated basis also increased
from Rs. 2 Crores to Rs. 9 Crore.
Wholly Owned Subsidiary- Reengus Wires Private Limited
This Wholly Owned Subsidiary of the company is engaged in the
manufacture of GI Wires and Strips. The primary customers of the company are Cable and
Conductor Manufacturers, Barbed Wire and Fence Manufacturers.
The main plant of the company is now fully stabilized and in order to
enhance its production the company is incurring some capex to increase its downstream
capacity.
The demand for the company's products is good and the company
reasonably expects volumes to only increase going forward. The Government of India's
RDSS projects have taken off and going forward we expect very robust demand from our
customers who are supplying cables and conductors to these projects. The bulk of the
business which the company gets is repeat orders from its existing customers, which is
testimony to the fact that the company's products have found acceptability with its
customers.
The Revenue of the company has gone up from Rs. 59 crores in FY 2021-22
to Rs. 76 crores in FY 2022-23. This is a healthy increase of approximately 29%. Going
forward the company expects this revenue should increase.
The company is both EBIDTA positive and cash profit making. Due to the
high Capex incurred by the company the depreciation cost is yet to be fully absorbed. The
company expects going forward with higher capacity utilization and increase in sales that
this unit should turn fully profitable shortly.
The Net Loss of the company has narrowed from ` 2.99 Crores in the
Previous FY 2021-22 to Rs. 0.87 Crores in this FY 2022-23.
Material Changes and commitments, if any, affecting financial position
of the Company from the end of the Financial Year and till the date of this Report
No material changes and commitments affecting the financial position of
your Company occurred between the end of the Financial Year of your Company to which the
Financial Statements relate and the date of this Report.
Further, it is confirmed that there has been no change in the nature of business of
your Company.
Dividend
The Board of Directors has proposed to retain the entire amount of Profit of ` 9.71
Crores for expansion and further growth of your Company and, therefore, has not
recommended payment of any Dividend.
Future Outlook
The company had informed its shareholders in its previous Annual Report
that the Central Governments Revamped Distribution Sector Scheme (RDSS) has been launched
with a very large outlay. While the scheme was slow to take off initially as many of the
states had not agreed to certain Central Government conditions, it has now well and truly
begun. Many of your company's customers have been awarded Projects by State
Government Utilities duly funded by the Government of India thoroughly its Power Finance
Institutions REC and PFC.
The company has started to receive some enquires from its customers for
requirements in such projects. While these are still initial days, the company remains
hopeful that it will result in reasonably good order booking for the company domestically.
The company continues to remain cautious in its approach and will only participate in
orders which are reasonably positioned margin wise.
Your company also continues to focus on Exports as an avenue for future growth.
Share Capital
The Company has a Paid up Share Capital of ` 9.17 Crores as on March 31, 2023.
There has been no change in the Authorized Share Capital of your Company which remains
at ` 22 Crores.
Your Company has neither issued Shares with differential voting rights nor granted
Stock Options nor Sweat Equity Shares.
Your Company has not made any buy-back of its own Equity Shares.
Credit Rating
The Company appointed Acuite Ratings & Research on February 17, 2022 in place of
Brickwork Ratings India Private Limited. Rating from the agency is awaited.
Energy Conservation, Technology Absorption & Foreign Exchange Earnings and Outgo
Monitoring and control of consumption of sources of energy like power,
oil, etc. continued to be a priority area of your Company. Energy conservation procedures
also form an important part of your Company's operational practices. No alternative
sources of energy has so far been utilized. There is no capital investment during the year
under review on energy conservation equipment.
Your Directors have nothing to report in the matter of Technology
Absorption since your Company has neither hired nor imported any technology from outside
sources.
Your Company has no Research and Development (R&D) Department and has not spent any
amount on R& D during the Financial Year.
Your Company had an Export turnover of ` 3,215.72 Lakhs, much higher than that of the
previous years. The Foreign Exchange outgo during this year was as follows:
Expenditure in Foreign Currency Foreign Travelling ` 12.03 Lakhs Indian
Accounting Standards
Your Company has adopted Indian Accounting Standards (IND-
AS') with effect from April 1, 2017. Financial Statements for the year ended March
31, 2023 have been prepared in accordance with IND-AS notified under the Companies (Indian
Accounting Standards) Rules, 2015 (as amended) read with Section 133 and other applicable
provisions of the Companies Act, 2013.
Directors
The Board of Directors (the Board) of your Company consists of a
balanced profile of Members specializing in different fields that enables the Board to
address the various business needs of your Company, while placing very strong emphasis on
corporate governance.
- Appointment /Resignation of Directors
There was no change in Directors of your Company during the year
under review.
However, the following changes took place after the end of the
Financial Year 2022-23 but upto the date of this Report:
- Shri Sardul Singh Jain (DIN 00013732), Chairman, Independent Director, completes his
term of 10 years as an Independent Director and relinquishes his office at the conclusion
of the ensuing 75th Annual General Meeting of the Company. The Board expresses sincere
gratitude for the valuable guidance received from Mr. Jain during his tenure.
- Shri Alok Kumar Banthia (DIN 00528159), Independent Director, completes his term of 10
years as an Independent Director and relinquishes his office at the conclusion of the
ensuing 75th Annual General Meeting of the Company. The Board expresses sincere gratitude
for the valuable guidance received from Mr. Banthia during his tenure.
- The Board of Directors of the Company based on the recommendation of Nomination and
Remuneration Committee (NRC) appointed Shri Jagabandhu Biswas (DIN 10274176) as an
Additional Director of the Company in the Independent category with effect from 14th
August, 2023 and who holds office up to the date of this Annual General Meeting, and being
eligible, offers himself for appointment and has submitted a declaration that he meets the
criteria of Independence under Section 149(6) of the Companies Act,
2013 and the Listing Regulations, with effect from 14th August, 2023 to hold office for a
term of 5 years till the conclusion of 80th Annual General Meeting of the Company and
shall not be liable to retire by rotation subject to the approval of the members at the
ensuing 75th Annual General Meeting.
- The Board of Directors of the Company based on the recommendation of Nomination and
Remuneration Committee (NRC) appointed Shri Devesh Kumar Agarwal (DIN 00156128) as an
Additional Director of the Company in the Independent category with effect from 14th
August, 2023 and who holds office up to the date of this Annual General Meeting, and being
eligible, offers himself for appointment and has submitted a declaration that he meets the
criteria of Independence under Section 149(6) of the Companies Act, 2013 and the Listing
Regulations, with effect from 14th August, 2023 to hold office for a term of 5 years till
the conclusion of 80th Annual General Meeting of the Company and shall not be liable to
retire by rotation subject to the approval of the members at the ensuing 75th Annual
General Meeting.
- The Board of Directors of the Company based on the recommendation of Nomination and
Remuneration Committee (NRC) appointed Shri Arun Lodha (DIN 00995457) as an Additional
Director of the Company in the Independent category with effect from 14th August, 2023 and
who holds office up to the date of this Annual General Meeting, and being eligible, offers
himself for appointment and has submitted a declaration that he meets the criteria of
Independence under Section 149(6) of the Companies Act, 2013 and the Listing Regulations,
with effect from 14th August, 2023 to hold office for a term of 5 years till the
conclusion of 80th Annual General Meeting of the Company and shall not be liable to retire
by rotation subject to the approval of the members at the ensuing 75th Annual General
Meeting.
- Re-Appointment of Mr Abhay Bhutoria (DIN 00013712) as Managing Director of the Company
for a further period of 5 (five) years with effect from December 1, 2023, subject to
approval by the Members of the Company at the ensuing Annual General Meeting.
- Independent Directors
Your Company has at present two Independent Directors, namely, Mr.
Sardul Singh Jain (DIN 00013732) and Mr. Alok Kumar Banthia (DIN 00528159) which meets the
requirements of both the Companies Act, 2013 (the Act) and the Rules made thereunder as
well as the provisions contained in Regulation 17(b) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as "Listing Regulations"). They are not liable to retire by
rotation.
Your Company has received necessary declarations from the above
mentioned Independent Directors under Section 149(7) of the Act confirming that they meet
the criteria of independence as prescribed both under Sub-Section(6) of Section 149 of the
Act and under Regulation 16(b) of the Listing Regulations.
However, the following changes took place after the end of the
Financial Year 2022-23 but upto the date of this Report:
- Shri Sardul Singh Jain (DIN 00013732), Chairman, Independent Director, completes his
term of 10 years as an Independent Director and relinquishes his office at the conclusion
of the ensuing 75th Annual General Meeting of the Company. The Board expresses sincere
gratitude for the valuable guidance received from Mr. Jain during his tenure.
- Shri Alok Kumar Banthia (DIN 00528159), Independent Director, completes his term of 10
years as an Independent Director and relinquishes his office at the conclusion of the
ensuing 75th Annual General Meeting of the Company. The Board expresses sincere gratitude
for the valuable guidance received from Mr. Banthia during his tenure.
- The Board of Directors of the Company based on the recommendation of Nomination and
Remuneration Committee (NRC) appointed Shri Jagabandhu Biswas (DIN 10274176) as an
Additional Director of the Company in the Independent category with effect from 14th
August, 2023 and who holds office up to the date of this Annual General Meeting, and being
eligible, offers himself for appointment and has submitted a declaration that he meets the
criteria of Independence under Section 149(6) of the Companies Act, 2013 and the Listing
Regulations, with effect from 14th August, 2023 to hold office for a term of 5 years till
the conclusion of 80th Annual General Meeting of the Company and shall not be liable to
retire by rotation subject to the approval of the members at the ensuing 75th Annual
General Meeting.
- The Board of Directors of the Company based on the recommendation of Nomination and
Remuneration Committee (NRC) appointed Shri Devesh Kumar Agarwal (DIN 00156128) as an
Additional Director of the Company in the Independent category with effect from 14th
August, 2023 and who holds office up to the date of this Annual General Meeting, and being
eligible, offers himself for appointment and has submitted a declaration that he meets the
criteria of Independence under Section 149(6) of the Companies Act, 2013 and the Listing
Regulations, with effect from 14th August, 2023 to hold office for a term of 5 years till
the conclusion of 80th Annual General Meeting of the Company and shall not be liable to
retire by rotation subject to the approval of the members at the ensuing 75th Annual
General Meeting.
- The Board of Directors of the Company based on the recommendation of Nomination and
Remuneration Committee (NRC) appointed Shri Arun Lodha (DIN 00995457) as an Additional
Director of the Company in the Independent category with effect from 14th August, 2023 and
who holds office up to the date of this Annual General Meeting, and being eligible, offers
himself for appointment and has submitted a declaration that he meets the criteria of
Independence under Section 149(6) of the Companies Act, 2013 and the Listing Regulations,
with effect from 14th August, 2023 to hold office for a term of 5 years till the
conclusion of 80th Annual General Meeting of the Company and shall not be liable to retire
by rotation subject to the approval of the members at the ensuing 75th Annual General
Meeting.
- Retirement of Directors by rotation
As per the provisions of the Companies Act, 2013 and the Articles
of Association of the Company Mr. Siddharth Bhutoria (DIN: 00609233), Director of your
Company, will retire by rotation at the forthcoming Annual General Meeting and, being
eligible, offers himself for re-appointment.
A Resolution seeking Member' approval for his re-appointment forms
a part of the Notice convening the Seventy Fifth Annual General Meeting.
- Meetings of the Board and its Committees
The number and dates of Meetings of the Board and its Committees
thereof and the Directors present therein have been given in the Report on Corporate
Governance attached herewith.
- Separate Meetings of Independent Directors
As per stipulation in Clause VII of the Code for Independent
Director in Schedule IV of the Companies Act, 2013 and as per Regulation 25(3) of the
Listing Regulations, separate Meetings of the Company's Independent Directors was
held on 30th May, 2022 without the attendance of Non- Independent Directors and members of
the Management to review, inter alia, the performance of Non-Independent Directors and the
Board as whole as per the criteria formulated by the Nomination and Remuneration Committee
for evaluation of performance of Directors and Board of Directors. They also assessed the
quality, quantity and timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform their
duties.
In addition to these formal Meetings, interaction outside the Board
Meetings also takes place between the Chairman and Independent Directors.
- Performance Evaluation of Independent Directors
The performance evaluation of Independent Directors was done by the
entire Board of Directors as required under Regulation 17(10) of the Listing Regulations
and as per stipulation in Clause VIII of the Code for Independent Directors in Schedule IV
of the Companies Act, 2013 in its Meeting held on May 30, 2022, excluding the Independent
Directors being evaluated as per the criteria formulated by the Nomination and
Remuneration Committee (NRC) for evaluation of performance of Independent Directors. On
the basis of the report of performance evaluation by the Board, it shall be determined by
NRC whether to extend or to continue the term of appointment of Independent Directors.
- Annual Evaluation of Board, its Committees and Individual Directors
Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board has carried
out an annual evaluation of its own performance, of each Board Members individually as
well as the working of its Committees.
The manner in which the evaluation was carried out was as follows:
The Nomination and Remuneration Committee of your Company formulated
and laid down criteria for Performance Evaluation of the Board (including Committees) and
every Director (including
Independent Director) pursuant to the provisions of Section 134,
Section 149 read with Code of Independent Director (Schedule IV) and Section 178 of the
Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of Listing
Regulations covering inter-alia the following parameters, namely:
- Board Evaluation - degree of fulfillment of key responsibilities; Board culture and
dynamics.
- Board Committee Evaluation - effectiveness of Meetings; Committee dynamics.
- Individual Director Evaluation (including IDs) - contribution at Board Meetings
/Committee Meetings.
Further, the Chairman and Managing/Whole-time Directors are evaluated
on key aspects of their roles which include, inter-alia, effective leadership to the Board
and adequate guidance to the Management team respectively.
Based on these criteria, the performance of the Board, various Board
Committees viz. Audit Committee, Stakeholders' Relationship Committee and Nomination
and Remuneration Committee, Corporate Social Responsibility Committee and Individual
Directors (including Independent Directors) was evaluated by the Board and found to be
satisfactory.
During the year under review, the Independent Directors of your Company
reviewed the performance of Non-Independent Directors and Chairman of the Company, taking
into account the views of Executive Directors and Non-Executive Directors.
Further, the Independent Directors hold unanimous opinion that the
Chairman and other Non- Independent Directors, including Managing Director and Whole-time
Directors, bring to the Board abundant knowledge in their respective fields and are
experts in their respective areas. Besides, they are efficient, dynamic, matured, and
practical and have sufficient knowledge of the Company.
The Board as a whole is an integrated, balanced and cohesive platform
where diverse views are expressed and discussed when required, with each Director bringing
professional domain knowledge to the table. All Directors are participative, interactive
and communicative.
The Chairman has abundant knowledge, experience, skills and
understanding of the Board's functioning, possesses a mind for detail, is meticulous
to the core and conducts the Meetings with poise and maturity.
The information flow between the Company's Management and the
Board is complete, timely with good quality and sufficient quantity.
The following Policies of the Company are attached herewith marked as Annexure
C' and Annexure D', which have also been placed on the
Company's corporate website www.rtspower.com under the head "Investor
Relations":
- Policy for selection of Directors and determining Directors' independence; and
- Remuneration Policy for Directors, Key Managerial Personnel and other employees. Change
in Key Managerial Personnel
There was no change in Key Managerial Personnel during the year.
Directors' Responsibility Statement
Pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013 (the
Act') and, based upon representations from the Management, the Board, to the
best of its knowledge and belief, confirms that:
- in the preparation of the Annual Accounts for the year ended March 31, 2023, the
applicable Accounting Standards have been followed and there are no material departures
from the same;
- the Directors have 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 affair of the Company as at March 31, 2023 and of the Profit of the
Company for the year ended on that date;
- 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;
- the Directors have prepared the Annual Accounts of the Company on a going
concern' basis ;
- 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
- 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.
Declaration by Independent Directors and Statement on compliance of
Code of Conduct
Your Company confirms that necessary declaration with respect to
independence has been received from all the Independent Directors of the Company and that
the Independent Directors have complied with the Code for Independent Director prescribed
in Schedule IV to the Act.
The Independent Directors also confirm that they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact their ability to discharge their duties with an objective independent judgement
and without any external influence and that they are independent of the management.
Maximum tenure of Independent Directors
The maximum tenure of Independent Directors is in accordance with the
Companies Act, 2013 and Regulation 25(2) of the SEBI Listing Regulations.
Formal letter of appointment to Independent Directors
The Company had issued a formal letter of appointment to Independent
Directors in the manner as provided in the Companies Act, 2013. As per Regulation 46(2) of
the SEBI Listing Regulations, the terms and conditions of appointment of Independent
Directors are placed on the Company's Corporate Website www.rtspower.com and can be
accessed under the head "Investor Relations."
Corporate Governance
The Company is committed to maintain the highest standards of corporate
governance and adhere to the related requirements set out in the Listing Regulations.
A separate Report on Corporate Governance in the format as prescribed
in Part C of Schedule V under Regulation 34(3) of the Listing Regulations with Additional
Shareholders Information (Annexure B') along with the Auditors' Certificate
thereon form a part of the Annual Report of your Company and is being attached hereto
marked as Annexure- A'.
All Board Members and Senior Management Personnel have affirmed
compliance with the Code of Conduct for the Financial Year 2022-23. A declaration to this
effect signed by the Managing Director of the Company is contained in this Annual Report.
The Managing Director and CFO have certified to the Board the financial
statements and other matters as required under Regulation 17(8) of the Listing
Regulations.
Certificate from the Practicing Company Secretary regarding compliance
of conditions of Corporate Governance is annexed to this Report.
Management Discussion & Analysis
In terms of the provisions of Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 a Report on Management
Discussion and Analysis is also attached herewith marked as Annexure
B'.
Deposits
Your Company has not accepted any Deposit within the meaning of
Sections 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014. No amount on account of principal or interest on deposits from public was
outstanding as on March 31, 2023.
No loan or deposit has been taken or accepted from any Director of your
Company.
Transfer of Unclaimed Dividend to Investor Education and Protection
Fund
Pursuant to the provisions of Section 124 of the Companies Act, 2013
and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (IEPF Rules') (including any statutory modification(s)/
re-enactment(s) / amendment(s) thereof, for the time being in force), the dividend which
remains unclaimed/ unpaid for a period of seven (7) years from the date of transfer to the
unpaid dividend account of the Company, is required to be transferred to the Investor
Education and Protection Fund Authority (IEPF') established by the Central
Government.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying with companies)
Rules, 2012, the Company has no unpaid and unclaimed amounts lying with the Company as on
September 26, 2022 (date of its last Annual General Meeting) as all unpaid and unclaimed
amounts had already been transferred under Sub section (2) of Section 125 of the Act and
the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.
Since the last Annual General Meeting, the Company does not have any
unpaid and unclaimed Dividend to be transferred under Sub section (2) of Section 125 of
the Act and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.
Mr. Sandip Gupta, Company Secretary of the Company acts as Nodal
Officer of the Company. The details of the Nodal Officer is available in the
Company's Corporate Website www.rtspower.com and can be accessed under the
head "Investor Relations."
Transfer of Equity Shares in respect of Unclaimed Dividend to Investor
Education and Protection Fund (IEPF) DEMAT Account
The IEPF Rules also mandates, companies to transfer the Shares in
respect of which dividend has not been paid/claimed by the Shareholders for seven (7)
consecutive year or more to the DEMAT Account created by the IEPF Authority.
Further, in compliance with the provisions laid down in IEPF Rules, the
Company had sent notices, subsequent reminder and also advertised in the newspaper seeking
action from Shareholders who have not claimed their dividends for seven (7) consecutive
years or more.
Accordingly, till the Financial Year ended March 31, 2011, the year in
which the Company had last declared dividend, the Company had transferred Equity Shares on
which Dividend remained unclaimed for a period of seven (7) years, to the DEMAT Account of
the IEPF.
It may please be noted that no claim shall lie against the Company in
respect of Share(s) transferred to IEPF pursuant to the said Rules.The voting rights in
respect of the above Equity Shares are frozen until the rightful owner claims the Equity
Shares. All corporate benefits on such Shares in the nature of Bonus Shares, Split Shares,
Rights, etc. shall be credited to Unclaimed Suspense Account', as applicable
for a period of 7 years and thereafter be transferred in line with the provisions of the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 read with Section 124(5) and Section 124(6) of the Companies Act, 2013.
However, the Shareholders are entitled to claim their Shares including
all the corporate benefits accruing on such Shares, if any, from the IEPF Authority by
submitting an online application in Form IEPF-5 and sending a physical copy of the Form
IEPF-5 duly signed by all the joint shareholders, if any, as per the specimen signature
recorded with the Company along with requisite documents enumerated in the Form IEPF-5, to
the Company's RTA. The Rules and Form IEPF-5, as prescribed, for claiming back the
Shares are available on the website of the IEPF i.e. on www.iepf.gov.in.
The Statement containing details of Name, Address, Folio No., DEMAT
Account No. and No. of shares transferred to IEPF DEMAT Account is made available on
Company's website www.rtspower.com.The Shareholders are therefore encouraged to
verify their records and claim their dividends and Shares, if not claimed.
Statutory Auditors and Auditors' Report Statutory Auditors
Members at the Seventy Fourth Annual General Meeting of the Company
(AGM) held on September 26, 2022 had approved the appointment of M/s Jain Shrimal &
Co., Chartered Accountants (FRN 001704C) as statutory Auditors of the Company for a period
of five years commencing from the conclusion of Seventy Fourth Annual General Meeting
(AGM) held on September 26, 2022 till the conclusion of 79th AGM of the Company to be held
in the year 2027.
In terms of the provisions relating to Statutory Auditors forming part
of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment
of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice
convening the ensuing AGM does not carry any Resolution on ratification of appointment of
Statutory Auditors.
However, M/s Jain Shrimal & Co., Chartered Accountants, has
confirmed that they are eligible to continue as Statutory Auditors of the Company to audit
the books of accounts of the Company for the Financial Year ending March 31, 2024 and
accordingly M/s Jain Shrimal & Co., Chartered Accountants, will continue to be the
Statutory Auditors of the Company for the Financial Year ending March 31, 2024.
Report of Statutory Auditors
The Notes on Financial Statements of the Company referred to in the
Auditors' Report (both Standalone and Consolidated) are self-explanatory and do not
call for any further comments by the Board. The Auditors' Report (both Standalone and
Consolidated) do not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to the provisions of Section 143(12) of the Companies Act, 2013, the Auditors
have not reported any incident of fraud to the Audit Committee during the year under
review.
Internal Auditors and their Report Internal Auditors
Pursuant to the provisions of Section 138 of the Act and the Companies
(Accounts) Rules, 2014 the Board has re-appointed, on the recommendation of the Audit
Committee, M/s K.S. Bothra & Co, Chartered Accountants (FRN 304084E) as Internal
Auditors of your Company to conduct Internal Audit of the functions and activities of your
Company for the Financial Year 2023-2024.
Report of Internal Auditors
During the Financial Year 2022-2023, no material or serious observation
has been received from the Internal Auditors of the Company for inadequacy or
ineffectiveness of such internal controls.
Cost Auditors and their Reports Cost Auditors
The Company is required to maintain cost records as specified by the
Central Government under sub- section (1) of Section 148 of the Act and the rules framed
thereunder, and accordingly, the Company has made and maintained such cost accounts and
records.
The Company has received written consent of the Cost Auditors that the appointment will
be in accordance with the applicable provisions of the Act and the rules framed
thereunder.
In terms of Section 148 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit)
Amendment Rules, 2014 the Board of Director of your Company, on the recommendation of the
Audit Committee, has appointed M/s K. G. Goyal & Associates (FRN 000024) as Cost
Auditors of your Company, with due information to the Central Government by way of filing
the prescribed Form No CRA 2 on July 25, 2023, for conducting audit of cost records of
your Company for the Financial Year 2023-2024, subject to ratification of their
remuneration as approved by the Board, on the recommendation of the Audit Committee, by
the Members of the Company in its ensuing Annual General Meeting.
Members are requested to consider the ratification of the remuneration
payable to M/s K.G. Goyal & Associates (FRN 000024) as set out in the Notice of the
75th AGM of the Company.
Report of Cost Auditors
For the Financial Year ending March 31, 2022, the due date of filing
the Cost Audit Report submitted by M/s K.G. Goyal & Associates, Cost Auditors was
October 31, 2022 which was filed with MCA on November 7, 2022 in XBRL mode.
Secretarial Auditors and their Report Secretarial Auditors
In terms of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Manoj
Prasad Shaw, Proprietor of M/s Manoj Shaw & Co., Practicing Company Secretary (FCS No
5517 C.P. No 4194) to conduct Secretarial Audit for the Financial Year 2023-2024.
Report of Secretarial Auditors
The Secretarial Audit Report for the Financial Year ended March 31,
2023 in the prescribed Form MR-3 is annexed herewith pursuant to Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 marked as Annexure E' to this Report.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees, to the Audit
Committee under Section 143(12) of the Companies Act, 2013, details of which needs to
be mentioned in this Report.
Particulars of Loans given, investments made, guarantees given and securities provide
The Company has neither given any Loan and Guarantee nor provided any security in terms
of Section 186 of the Companies Act, 2013.
The details of investments made by your Company during the Financial
Year 2022-2023 are provided in Financial Statements of this Annual Report.
Key Financial Ratios
In accordance with SEBI (Listing Obligations & Disclosure
Requirements) (Amendment) Regulations, 2018, the Company is required to give details of
significant changes (i.e. change of 25% or more as compared to the immediately previous
Financial Year) in key sector-specific financial ratios including Debtors Turnover,
Inventory Turnover, Interest Coverage Ratio, Current Ratio, Debt Equity Ratio, Operating
Profit Margin (%) and Net Profit Margin (%) and details of any change in Return on Net
Worth as compared to the immediately previous Financial Year.
Ratio |
Financial Year 2023-2022 |
Financial Year 2021-2022 |
Current Ratio |
2.56 |
2.91 |
Interest Coverage Ratio |
8.73 |
3.61 |
Inventory Turnover Ratio |
4.17 |
2.02 |
Net Profit Margin |
14.33 |
13.74 |
Operating Profit Margin |
41.34 |
25.16 |
Return on Net Worth |
7.07 |
3.44 |
Debtors Turnover Ratio |
4.25 |
2.41 |
Debt Equity Ratio |
0.08 |
0.08 |
- The Current ratio has decreased mainly on account of increase in trade payables.
- The Interest coverage ratio has also improved on account of lower finance cost and
higher profits.
- The Inventory Turnover ratio has increased due to higher turnover and better inventory
management.
- Net profit margin has increased as compared to last year on account of higher profit.
- The increase in Operating Profit Margin is on account of an improved performance in
2022-2023.
- Return on net worth is favourable as compared to last year on account of improved
performance.
- Debtors' turnover ratio has increased on account of higher credit sales.
- Debt Equity Ratio has remained constant as compared to last year.
Policy on Preservation of Documents
In accordance with Regulation 9 of SEBI Regulations, 2015, the Company has framed a
Policy on Preservation of Documents, approved by the Board of Director of the Company.
The Policy is intended to define preservation of documents and to
provide guidance to the executives and employees working in the Company to make decisions
that may have an impact on the operations of the Company. It not only covers the various
aspects on preservation of the documents, but also the safe disposal/destruction of the
documents. The Policy has been uploaded on the Company's corporate website
www.rtspower.comand can be accessed under the head "Investor Relations".
Policy on Determination of Materiality for Disclosures and Archival
Policy
In accordance with Regulation 30 of SEBI Regulations, 2015, the Company
has framed a Policy on determination of materiality for disclosures to disclose events or
information which, in the opinion of the Board of Director of the Company, are material.
Further the Company has an Archival Policy in line with the
requirements of SEBI Regulations to ensure that information relating to the Company is
adequately disclosed on its corporate website www.rtspower. comand can be accessed under
the head "Investor Relations", as required by law.
Policy and Particulars of Related Party Transactions
All transactions entered into with the related parties during the
Financial Year ended March 31, 2023 were in the ordinary course of business and on an
arm's length basis and without any conflict of interest in accordance with the
provisions of the Companies Act, 2013 and SEBI Regulations, 2015.
Moreover, there were no materially significant related party
transactions during the Financial Year which were in conflict with the interest of the
Company. During the year the Company has not entered into any
contract/arrangement/transaction with any related parties which could be considered
material in accordance with the Policy of the Company on materiality of the related party
transactions. There being no material' related party transactions as defined
under Regulation 23 of Listing Regulations, no details need to be disclosed in Form AOC-2
in that regard.
All such contracts/arrangements/transactions with any related parties
were placed before the Audit Committee and Board, for their approval. Prior omnibus
approval of the Audit Committee/ Board is obtained on an annual basis, which is reviewed
and updated on quarterly basis.
A Statement in summary form of transactions with related parties in the
ordinary course of business has been periodically placed before the Audit Committee and
the Board of Directors for its approval before entering into such transactions or making
any amendment thereto during the year under review.
For the current Financial Year 2023-2024, the Audit Committee has given
omnibus approval of related party transactions to be entered into by the Company on the
basis of criteria laid down by it and approved by the Board of Director.
The Audit Committee reviews on a quarterly basis the details of related
party transactions entered into by the Company pursuant to each of the omnibus approval
given by it. All such related party transactions for which omnibus approval has been given
by the Audit Committee has also been subsequently approved by the Board for the current
Financial Year 2022-2023.
In line with the amendments in SEBI (LODR) (Amendment) Regulations,
2018, during the year, the Policy was reviewed by the Board of Director. The Policy for
related party transactions has been uploaded on the Company's corporate website
www.rtspower.com and can be accessed under the head "Investor Relations". The
Policies on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's corporate
website at the link www.rtspower.com and can be accessed under the head "Investor
Relations".
Your Directors draw attention of the Members to Note No. 47 to the Financial Statements
which sets out details of related party disclosures.
Subsidiary, Joint Venture and Associate Company
The Company has one unlisted wholly owned subsidiary as on date, namely, Reengus Wires
Private Limited (CIN: U36997WB2019PTC234547) which was incorporated on October 30, 2019.
There are no associate companies or joint venture companies within the meaning of
Section 2(6) of the Act.
The Company has prepared a Consolidated Financial Statement of the
Company and its Wholly-owned Subsidiary, Reengus Wires Private Limited in the form and
manner as that of its own, duly audited by M/s. Jain Shrimal & Co., the statutory
auditors in compliance with the applicable accounting standards and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended by the SEBI
(Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018
(hereinafter referred to as the SEBI Listing Regulations.')
The Consolidated Financial Statements for the year 2022-2023 form a
part of the Annual Report and Accounts and shall be laid before the Members of the Company
at the AGM while laying its financial statements under sub-section (2) of the said
section.
Pursuant to the provisions of Section 129(3) of the Act read with Rule
5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of
the financial statements of the Company's subsidiaries in Form AOC-1 is attached to
the financial statements of the Company.
Further pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited accounts in respect of subsidiary are available on the
website of the Company at www.rtspower.com and can be accessed under the head
Investor Relations'.
The Company has one material subsidiary i.e. Reengus Wires Private Limited, whose
income or net worth exceeds 10% of the consolidated income or net worth respectively, of
the Company and its subsidiaries
in the immediately preceding accounting year. As per Regulation 16 of
the SEBI Listing Regulations, as amended, the Company has adopted the policy for
determining material' subsidiaries.
Accordingly, a Policy on material subsidiaries' was
formulated by the Audit Committee of the Board of Directors of the Company and the same is
also posted on the Company's website and may be accessed at the link:.
https://www.rtspower.com/policies/.
Particulars of Employees and Remuneration
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, as amended by the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 (the Rules)
are provided in Annexure F'.
Further, the information, as required pursuant to Rule 5(2) and 5(3) of
the said Rules, also forms a part of this Annual Report. However, as per the proviso to
Section 136(1) of the Act, this Annual Report is being sent to all the Members of the
Company excluding the above said information. The said information is available for
inspection by Members at the Company's Registered Office during working hours up to
the date of the Annual General Meeting. Any Member interested in obtaining such
information may also write to the Company Secretary at the Registered Office of the
Company.
Audit Committee
The Audit Committee of the Board of Director, constituted in terms of
Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013 read
with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, has been
functioning in your Company for a long time.
As on the close of business on March 31, 2023 the Audit Committee
comprised of two Non-Executive Independent Director, Mr. Sardul Singh Jain and Mr. Alok
Kumar Banthia and one Executive Non- Independent Director, Mr. Rajendra Bhutoria, Vice
Chairman & Whole-time Director of your Company.
Mr. Sardul Singh Jain is the Chairman of the Committee, who also
chaired the Annual General Meeting of your Company held on September 26, 2022.
All the Members of the Committee are financially literate and have
accounting or related financial management expertise.
The Company's Accounts personnel and representatives of the
statutory Auditors as well as Internal Auditors and Cost Auditors are invitees in most of
the Meetings of the Audit Committee.
Mr. Sandip Gupta, Company Secretary acts as the Secretary of the
Committee.
All recommendations of the Audit Committee were duly accepted by the
Board and there were no instances of any disagreements between the Committee and the
Board.
Vigil Mechanism
A Vigil Mechanism, which also incorporates a Whistle Blower Policy in
terms of the Listing Regulations, has been established for Director, Employees and
Stakeholders to report their genuine concerns about unethical behavior, actual or
suspected fraud or violation of the Company's code of conduct or ethics policy or
grievances in accordance with the provisions contained in Section 177 of the Companies
Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014
and Regulation 22 of the Listing Regulations. Such Vigil Mechanism provides for adequate
safeguards against victimization of Director, Employees and Stakeholders who avail of the
Vigil Mechanism and also provides for direct access to the Chairman of the Audit Committee
in appropriate or exceptional cases.
The Audit Committee, as formed above, oversees the Vigil Mechanism and
should any of the Members of the Committee have a conflict of interest in a given case,
they should recuse themselves and the others on the Audit Committee would deal with the
matter on hand.
Details in this regard have been disclosed in the Company's
corporate website www.rtspower.com and can be accessed under the head "Investor
Relations".
Corporate Social Responsibility Policy
In accordance with Section 135 of the Act and the rules made thereunder
the Company has in place a Corporate Social Responsibility Policy in line with Schedule
VII of the Companies Act, 2013 as prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.The annual Report on CSR Activities is furnished in "Annexure
G" forming part of this Director's Report.
The CSR Policy has been hosted in the Company's website at the
link www.rtspower.com and can be accessed under the head "Investor Relations".
Risk Management Policy
Keeping in view of the nature of industry in which your Company is
engaged, your Company has all along been conscious of the risks associated with the nature
of its business. Senior Management personnel carry out risk identification, risk
assessment, risk treatment and risk minimization procedures for all functions of the
Company, which are periodically reviewed on an ongoing basis and Board Members are
informed about all these from time to time to ensure that executive management controls
risk through means of a properly defined framework. The Board of Director is overall
responsible for framing, implementing and monitoring the Company's systems for risk
management.
The Board of Director also oversees that all the risks that the
organization faces such as strategic, financial, credit, marketing, liquidity, security,
property, goodwill, IT, legal, regulatory, reputational and other risks have been
identified and assessed and executive management keeps a vigil on such risks so that it
can be addressed properly as soon as possibility of occurrence of any one of such risks
arises.
Compliance with Secretarial Standards on Board and General Meetings
The Company has in place proper systems and processes to ensure
compliance with the provisions of the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and such systems are adequate and operating
effectively.
Adequacy of Internal Financial Controls with reference to the Financial
Statements
Your Company has, in all material respects, an adequate internal
financial control system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31, 2023, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
Your Company's internal control structure showed no reportable
material weakness.
Significant and material orders passed by Regulators or Courts or
Tribunal
No significant and/or material orders have been passed by Regulator(s)
or Court(s) or Tribunal(s) impacting the going concern status of the Company and its
business operations in future.
Prevention of Sexual Harassment at Workplace
Your Company has zero tolerance policy in case of sexual harassment at
workplace and is committed to provide a healthy environment to each and every employee of
the Company. The Company has in place Policy for Prevention and Redressal of Sexual
Harassment' in line with the requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as "the
said Act") and Rules made there under.
Your Director state that during the year under review, there was no
case filed pursuant to The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Green Initiatives
In commitment to keep in line with the Green Initiative and going
beyond it to create new green initiatives, electronic copy of the Notice of 75th Annual
General Meeting of the Company are sent to all Members whose e-mail addresses are
registered with the Company/ Depository Participant(s). For Members who have not
registered their email addresses, physical copies are sent through the permitted
mode.
Acknowledgement
Your Directors wish to place on record their deep sense of appreciation
for the committed services by all the employees of the Company. They have displayed
commendable sincerity in rallying together as a great team while meeting the recent
challenges of an unprecedented scale.
They would also like to place on record their whole-hearted
appreciation for the continued and unstinted co-operation and support received by the
Company during the year under review from Bankers, State Electricity Boards, Government
and Semi Government Authorities, Power Utilities, other customers, vendors and
Shareholders.
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