DIRECTORS' REPORT To, The Members, Your Directors have the pleasure in presenting the 23rd Annual Report on the business and operations of your Company and the Audited Accounts for the financial year ended 31st March, 2015. OPERATIONS AND FINANCIAL PERFORMANCE In the face of overall market conditions, your Company has delivered satisfactory growth. During the financial year 2014-15, your Company posted sales & other income of Rs. 74,321.71 Lacs as against Rs. 69,971.97 Lacs in the previous year. Your Company registered a net profit after tax of Rs. 982.20 Lacs as against the previous year's net profit of Rs. 692.93 Lacs, a growth of 42%. All our factories have been working efficiently during the year. Safety measures and processes have been installed and improved upon at all the plants. SUBSIDIARY The Company has no subsidiary, therefore, disclosures regarding the same are not provided in the report. MATERIAL CHANGES AND COMMITMENTS There is no change in the nature of the business of your Company. There are no material orders passed by the regulators impacting the ongoing concern status and operations. There are no material changes or commitments affecting the financial position of your Company occurring between the financial year ended 31st March, 2015 and the reporting date of the Directors' report. TRANSFER TO RESERVES Your Company proposes to transfer Rs. 100.00 Lacs to the General Reserve. An amount of Rs. 4,341.35 Lacs is proposed to be carried forward and retained in the Profit and Loss Account. DIVIDEND The Board of Directors are pleased to recommend, for approval of members, a dividend of Rs. 1/- per equity share (paid-up value Rs. 5/- per equity share) for the year ended 31st March, 2015 as against the dividend of Rs. 0.75 per share paid last year. Dividend, if approved, in the ensuing Annual General Meeting, will entail cash outflow of Rs. 265.05 Lacs including the dividend tax amount. EXPANSION PLAN The modernization and expansion plan as envisaged by your Company at its plants for increasing the production capacity, widening the product range and improving production processes, is a continuous one and is being taken from time to time as required. JOINT VENTURE IN BANGLADESH Your Company has Joint Venture with RR-Imperial Electricals Ltd., Bangladesh. Your Company has decided to invest upto $ 4,75,000 in the above Joint Venture Company which would manufacture enamelled wire, cables and enamelled strips. The Company has so far made an investment of $ 4,52,378. The commercial production for enamelled wire and strips and the production of cables has already started last year. DIRECTORS Pursuant to Section 152(6) of the Companies Act, 2013, Shri Satyanarayan Loya, Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Meeting. At the Board meeting dated 30th May, 2015, Shri Mahendrakumar Kabra, an existing Director in the Company, was appointed as the Joint Managing Director for a period of 3 (three) years effective from 1st June, 2015 with no remuneration. The aforesaid appointment / re-appointment shall require approval of the shareholders of the Company. The necessary resolutions in this regard have been included in the notice convening the Annual General Meeting. Brief profile of the Directors proposed to be appointed / re-appointed is annexed to the Notice of the ensuing Annual General Meeting. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, (b) 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 affairs of the Company at the end of the financial year 2014-15 and of the profit and loss of the Company for that period, (c) the Directors have 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, (d) the Directors have prepared the annual accounts on a going concern basis, (e) the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. MANAGEMENT DISCUSSION AND ANALYSIS The Management Discussion and Analysis Report has been separately furnished and forms an integral part of this Report. CORPORATE GOVERNANCE The Company has abided by the Corporate Governance pertaining to provisions of Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange. During the year, the Company's Board of Directors comprised of 11 (eleven) members consisting of 1 (one) Executive Director and 10 (ten) Non-Executive Directors (including 1 (one) Woman Director) of which 6 (six) are Independent. The Chairman of the Board is a Non-Executive Director. The Corporate Governance Report giving details as mentioned in Clause 49 under the Listing Agreement is annexed herewith and forms part of this Report. The following are also annexed with and forms part of Corporate Governance Report: (i) Certificate from M/s. Khanna & Co., Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance Report; (ii) Certificates from Shri Tribhuvanprasad Kabra, Managing Director of the Company and Shri Hemant Kabra, Chief Financial Officer of the Company, under Clause 49(IX) of the Listing Agreement with Bombay Stock Exchange regarding annual financial statements for the year ended 31st March, 2015 to the Board of Directors; and (iii) Certificate from the Managing Director under Clause 49(II)(E) of the Listing Agreement regarding compliance of Code of Conduct of the Company for the year ended as on 31st March, 2015. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. BOARD EVALUATION In terms of the provisions of the Companies Act, 2013 read with the rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors have evaluated the effectiveness of the Board / Director(s) for the financial year 2014-15. The Board has monitored and reviewed the evaluation framework. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. ANNUAL RETURN Pursuant to Section 134 of the Companies Act, 2013 read with rules made thereunder, extract of the Annual Return as provided under sub-section (3) of section 92 in Form MGT - 9 is attached as Annexure I and forms part of this Report. BOARD MEETINGS The Board of Directors met 4 (four) times during the financial year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Additionally, during the financial year ended 31st March, 2015, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement. The details of the Board and Committee meetings are set out in the Corporate Governance Report which forms part of this Report. AUDIT COMMITTEE The composition of Audit Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. Further there are no such recommendations of Audit Committee which were not accepted by the Board. VIGIL MECHANISM Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board has established a vigil mechanism for Directors and employees. The vigil mechanism shall provide for adequate safeguards against victimization of employees and Directors who avail of the vigil mechanism and provide direct access to the Chairman of the Audit Committee. The Board has established the mechanism for employees to provide a channel to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's Code of Conduct and ethics. A policy has been adopted in this regard by the Board of Directors which is also disclosed by the Company on its website at www.rrshramik.com/investor-centre/corporate-governance <http://www.rrshramik.com/investor-centre/corporate-governance>. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE The composition of Corporate Social Responsibility Committee, terms of reference and number and dates of meetings held, attendance of Directors has been discussed in Corporate Governance Report which forms part of this Report. The Committee has formulated Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the CSR Committee. This policy is available on Company's website at www.rrshramik.com/investor-centre/corporate-governance . The Company has tied up with Vanvasi Kalyan Aashram, Silvassa, for the construction and maintenance of a - PRASHIKSHAN KENDRA, RANDHA, SILVASSA. This Prashikshan Kendra will benefit the students of this Kendra at Randha village immensely. The Company has invested in social activities like construction of halls, toilets and bathrooms for students of this Kendra at Randha village. The initiatives undertaken by your Company during the financial year 2014-15 in CSR have been detailed in this Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out herewith as Annexure II to this Report. NOMINATION AND REMUNERATION COMMITTEE In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee is in existence. The composition of Nomination and Remuneration Committee, terms of reference and number and dates of meetings held, attendance of Directors at the Committee meeting, functions of the Committee and the remuneration policy formulated by the Committee has been discussed in Corporate Governance Report which forms part of this Report. STAKEHOLDERS RELATIONSHIP COMMITTEE The composition of Stakeholders Relationship Committee, terms of reference and number of meetings held has been discussed in Corporate Governance Report which forms part of this Report. The Committee has delegated the responsibility relating to shares maintenance work and other routine matters to Company Secretary and M/s Sharepro Services (India) Private Limited, Registrars and Share Transfer Agents of the Company. All the requests for dematerialization, rematerialization, transfer or transmission of shares and other share maintenance matters are completed within 15 days of receipt of valid and complete documents. Minutes of the Committee are circulated to all the Directors of the Company and are discussed at the Board meetings. The Committee also reports to the Board about matters regarding shareholding of the Company and any complaints / grievances of the stakeholders and their redressal, reports on SCORES to SEBI, etc. RISK MANAGEMENT POLICY Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company under the Chairmanship of Shri Tribhuvanprasad Kabra, Managing Director. During the financial year 2014-15, the Board of Directors have approved the Risk Management Policy which is posted on your Company's website. The Risk Management Policy is integral to the Company's business model and is based on core values and ethics. Under this Policy, risks are identified across all business processes of the Company on continuous basis. This Policy covers long term interests of the Company as well as the regular functioning of each of the processes and the risks associated with incorrect or untimely financial and non-financial reporting. Each risk is mapped to the concerned department for further and effective action to be taken. There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report. AUDITORS & AUDITORS' REPORT M/s. V.C.Darak & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office up to the conclusion of the 25th Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the Statutory Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to ratify the appointment of M/s. V.C.Darak & Associates, Chartered Accountants, as the Statutory Auditors of the Company and necessary resolution in this regard is included in the Notice of the Annual General Meeting for seeking approval of members. There are no observations or qualifications or remarks made by the Auditors in their Report. SECRETARIAL AUDITORS REPORT A Secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Khanna & Co., Practicing Company Secretaries, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit report is attached as Annexure III and forms part of this Report. There are no qualifications or remarks made by the Secretarial Auditor in their Report. COST AUDITORS The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. Poddar & Co., as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2016. In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company. The necessary resolution in this regard is included in the notice convening the Annual General Meeting. INTERNAL AUDIT AND CONTROL Pursuant to Section 139 of the Companies Act, 2013, the Board of Directors have appointed M/s. O.P. Rathi & Co., Chartered Accountants, Vadodara, Gujarat, as the Internal Auditors of your Company. The Audit Committee periodically reviews and implements the recommendations of Internal Auditors. Their reports are considered in Audit Committee meetings. RELATED PARTY TRANSACTIONS During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms' length basis. Hence, Section 188(1) of the Companies Act, 2013 is not applicable and consequently no particulars in Form AOC-2 have been furnished. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement or that were not on arms' length basis. The details of the related party transactions as required under Accounting Standard - 18 are set out in notes to financial statements forming part of this Annual Report. PARTICULARS OF EMPLOYEES The information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / employees of your Company is set out in Annexure IV and forms part of this Report. PUBLIC DEPOSITS During the financial year 2014-15, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. No Deposits have remained unpaid or unclaimed as at the end of the year and there has been no default in repayment of deposits or payment of interest thereon during the year. LOANS, GUARANTEES AND INVESTMENTS Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the financial statements (Please refer to Note 13, 14 and 28 of the Notes to Financial Statements). CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure V and forms part of this Report. PREVENTION OF SEXUAL HARASSMENT POLICY Your Company has a policy for the prevention of sexual harassment which has been implemented at plant level. It ensures prevention and deterrence towards the commissioning of acts of sexual harassment and communicates procedures for their resolution and settlement. A Committee has been constituted in accordance with the requirements under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at unit level. During the year your Company did not receive any complaints on sexual harassment. ENVIRONMENT, SAFETY AND HEALTH Safety, Health and Environment continue to be top priorities of your Company. Your Company continues to make improvements in environmental and safety performance mainly through the involvement and training of its personnel at all levels. Salasar Copper, unit of your Company has successfully undergone the certification under ISO 50001:2011, the International Standard on Energy Management. It is amongst the first few companies in India to get certified for ISO 50001:2011. The company is committed to make continual improvements in the areas of environment, safety, health and energy. During the year, your Company has undergone successful surveillance audits for all the management systems. ESHE committee has met every month to discuss and improve its performance related to environment, safety, health and energy. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant / material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. DISCLOSURES IN RELATION TO THE COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014 (a) The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) has been furnished; (b) the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) has been furnished; and (c) the Company does not have any ESOP scheme for its employees / Directors and hence no information as per provisions of Rule 12(9) has been furnished. ACKNOWLEDGEMENTS Your Directors record their sincere appreciation of the dedication and commitment of the employees in achieving and sustaining excellence in all areas of the business. Your Directors express their gratitude to all the Shareholders, Customers, Suppliers, Bankers, Government Authorities and other Stakeholders for their continuous support. For and on behalf of the Board of Directors, Rameshwarlal Kabra Chairman DIN 00150875 Place: Mumbai Date: 30th May, 2015 |