DIRECTORS REPORT To, The Members Rutron International Limited Your Directors have pleasure in presenting the 34th Annual Report together with the audited statement of accounts for the period ended on 31st March, 2015. FINANCIAL HIGHLIGHTS: • Revenue from operations was Nil for fiscal year 2015. • Other operating income stood at Rs. 1,57,90,386/- for fiscal year 2015. • Profit for fiscal year 2015 is Rs. 74,94,272/- RESERVES: The Company does not propose to carry any amount to reserves. DIVIDEND: The directors do not recommend any dividend for the year under consideration. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report is enclosed as a part of this report. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: 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 is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report. LISTING WITH STOCK EXCHANGE: The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to BSE Ltd.where the Company's Shares are listed. DIRECTORS & COMMITTEES: Mr. Deep Bhatia, Mr. Hitesh Pandya and Mr. Kailash Todi resigned from the Board w.e.f October 1, 2014, December 04, 2014 and April 15, 2015 respectively. Mr. Omprakash Agrawal and Mr. Mukesh Chouhan were appointed by the board w.e.f. 10.10.2014 and 27.03.2015 respectively. All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement. i. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Shareholders / Investors Relations and Grievance Committee. The Directors expressed their satisfaction with the evaluation process. ii. 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 as adopted by the company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. iii. Meetings During the year Seven Board Meetings and one independent directors' meeting was held. The Details of the meetings and attendance thereof have been given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings. iv. Constitution of Committees The Board has constituted an Audit Committee, Nomination & Remuneration Committee and a Shareholders / Investors Relations and Grievance Committee, the details of which have been mentioned in the Corporate Governance Report. AUDITORS: i) Statutory Auditors: The Auditors, M/s. Vishvesh A. Shah & Co. retire at this Annual General Meeting and being eligible, offer themselves for reappointment. ii) Secretarial Auditor: According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Binu Singh, was appointed as the Secretarial Auditor for the financial year 2014-15. The Secretarial Audit Report submitted by the Secretarial Auditor is enclosed as a part of this report in Annexure A. iii) Internal Auditor: M/S PKC & Associates, Practicing Chartered Accountant, Mumbai performed the duties of internal auditors of the company for the year 2014-15 and their report is reviewed by the audit committee from time to time. COMMENTS ON SECRETARIAL AUDITORS REPORT: As regards the Company not having appointed the Company Secretary as required under section 203 of the Companies Act, 2013, the Company has made suitable efforts for the recruitment of suitable candidate for the post of Company Secretary. As regards delay in filing of certain returns/ forms with the Registrar of Companies, these forms/returns have been filed by making the payment of the additional fee as prescribed by the law. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: i. That in the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standard had been followed along with proper explanation relating to material departures. ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit of loss of the Company for the year under review. iii. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. That the directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis. v. That 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. vi. That 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 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Conservation of energy and technology absorption information pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable. There is no Foreign Exchange Earnings and Outgoes during the year. VIGIL MECHANISM/ WHISTLE BLOWER POLICY: Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.rutroninternational.com/whistleblower.html RELATED PARTY TRANSACTIONS: 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. The details of the related party transactions are provided elsewhere in this annual report in the Notes to Accounts to the Financial Statements. 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 B. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the Listing Agreement. This Policy was considered and approved by the Board and has been uploaded on the website of the Company at www.rutroninternational.com/relatedparty.html EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure C. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY: The company has been addressing various risks impacting the company and the policy of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY 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. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 A policy has been drafted and approved by the Board in its meeting held on May 28, 2015. A committee namely Local Control Committee has been construed for protection of women against Sexual Harassment at the workplace consisting of the following: The Committee will look after the complaints received from the women employees and will also work for Safety of Women at workplace. POSTAL BALLOT The Board of Directors of your company have passed the resolution for alteration of main object, chage in name of the company and other items through postal ballot for which the notice of the postal ballot has been sent to all the members of the company vide notice dated 11.7.2015. It is still under process. ACKNOWLEDGMENT: The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company. FOR AND ON BEHALF OF THE BOARD Sd/- Mukesh Chouhan Chairman & Executive Director PLACE: Mumbai DATE: 8th August, 2015 |