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RTS Power Corporation

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Directors Report Year End : Mar '15    « Mar 14
Dear Shareholders,
 
 The Directors have the pleasure in presenting their 67th Annual Report
 on the business and operations of your Company and the audited
 Financial Statements of your Company for the year ended March 31, 2015:
 
 FINANCIAL RESULTS                                           (InLacs)
                                               2014-2015      2013-2014
 
 Total Income                                   17214.68       14290.19
 
 Total Expenditure                              17071.03       14275.49
 
                                                  143.65          14.70
 
 Less:
 
 Non-recurring Item-adjustment under               18.82           0.00
 transitional provisions for Depreciation
 
 Profit /(Loss) Before Tax                        124.83          14.70
 
 Less :
 
 Current Tax                               25.00           2.80
 
 Deferred Tax                              37.12   62.12   0.09    2.89
 
 Profit /(Loss) After Tax                          62.71          11.81
 
 Add: Profit Brought Forward                      936.49         924.68
 
 Balance Carried to Reserves & Surplus            999.20         936.49
 
 DIVIDEND
 
 The Board of Directors has proposed to retain the meagre amount of
 profit of Rs. 62.71 lacs in Reserves and Surplus for expansion and
 further growth of the Company and therefore, has not recommended
 payment of any Dividend.
 
 STATE OF THE COMPANY''S AFFAIRS
 
 OPERATIONAL REVIEW
 
 During the year under review , the Company''s revenue from operations
 increased by 20% over last year to reach Rs. 170.85 crores. Including
 other income, total revenue grew by 20% from Rs. 142.90 Crores in
 2013-2014 to Rs. 172.15 Crores in 2014-2015 ,amidst keen competition.
 
 This year your Company has earned a Profit Before Tax of Rs. 125 Lacs as
 against Rs. 15 Lacs of last year, representing an increase of 733% over
 last year , inspite of continuous abnormal price hike of the major raw
 materials and cut throat competitive selling prices. Considering all
 these, your Company has achieved better results this year compared to
 last year. The Profit After Tax this year, however, comes to Rs 63 Lacs
 only.
 
 Delayed payments by customers have resulted in increased borrowings
 which has been necessary to maintain cash flow position of your
 Company. Consequently, Finance Costs comprising of interest expenses
 and other costs of borrowings has increased by Rs.1.63 Crores compared to
 last year. Had not such situation been arisen, your Company could have
 earned more profit.
 
 Directors'' Report
 
 In order to meet the abovesaid situation, the Board of Directors of
 your Company have raised in the current Financial Year Rs.7.50 Crores by
 issuing 9% Non-cumulative Redeemable Preference Shares to Promoter
 Companies and by selling your Company''s holding of 2,82,500 Equity
 Shares of USD 1 each in its Wholly-owned Subsidiary Company, Blue Nile
 Projects Limited at Hong Kong to Promoters entity at a consideration of
 Rs. 2.40 Crores approx., more details of which have been given separately
 in this Report. The funds so raised have since been utilized to repay
 your Company''s Unsecured Loan with the object of reducing interest
 burden of your Company.
 
 FUTURE OUTLOOK
 
 Your Company''s continued effort in achieving higher exports has yielded
 fruitful result. This year the Company''s export sales has registered a
 growth of about 150% over last year with its increase from Rs.177 Lacs in
 2013-2014 to Rs. 440 Lacs in 2014-2015. In 2013-2014 the increase in
 export front was 350% over 2012-2013. Your Company is putting much
 thrust on export Sales and expects further increase in export sales in
 coming years.
 
 However, as in the past mushroom growth and unhealthy competition from
 various Transformer manufacturing Units in unorganized sector is posing
 problems to organized sector, like your Company, resulting in under
 utilization of production capacities, and therefore, the selling prices
 are under pressure, so as the margins.
 
 ISSUE OF 9% NON-CUMULATIVE REDEEMABLE PREFERENCE SHARES ON PRIVATE
 PLACEMENT BASIS
 
 In order to raise funds for repayment of unsecured loans and thus to
 reduce interest burden of your Company, 1,00,00,000 (One crore) 9%
 Non-Cumulative Redeemable Preference Shares of Rs. 10/- each, aggregating
 to Rs.10,00,00,000/- (Rupees Ten crores) , has been offered, in cash at
 par, on private placement basis to promoter companies and LLP, which
 are redeemable at par within a period not exceeding twenty years. Prior
 consent of Members by passing a Special Resolution for such Offer has
 been obtained through Postal Ballot and e-voting organized by your
 Company in the months of May and June, 2015.
 
 75,00,000 ( Seventy five lacs ) 9% Non-Cumulative Redeemable Preference
 Shares of Rs.10/- each, accepted out of such Offer and fully paid up in
 cash at par, has been allotted and issued by your Company in the month
 of July, 2015, by which an aggregate sum of Rs. 7,50,00,000/- (Rupees
 Seven Crore fifty lacs ) has been raised for the proposed objective of
 repayment of the Company''s unsecured loans. Such Preference Shares will
 not be listed with any Stock Exchange.
 
 INCREASE OF AUTHORISED SHARE CAPITAL
 
 Your Company''s Authorised Share Capital as at the close of the last
 Financial Year 2014-2015 was Rs.12,00,00,000/- (Rupees Twelve crores)
 divided into 1,20,00,000 (One core twenty lakh ) Equity Shares of Rs.
 10/- each. In view of the Issue of 1,00,00,000 (One crore) 9%
 Non-Cumulative Redeemable Preference Shares of Rs.10/- each, aggregating
 to Rs.10,00,00,000/- (Rupees Ten crores) on private placement basis, as
 said above, the Authorised Share Capital of your Company has been
 increased during the current Financial Year 2015-2016 to Rs.
 22,00,00,000/-(Rupees Twenty two crores only) divided into 1,20,00,000
 (One crore twenty lakh) Equity Shares of Rs. 10/ -each and 1,00,00,000
 (One crore) Redeemable Preference Shares of Rs. 10/-each. Consent to such
 increase of Authorised Share Capital along with the abovesaid Issue of
 Preference Shares has been given by Members on 8th June, 2015 through
 Postal Ballot and e-voting organized by your Company .
 
 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 has achieved increased Export business and consequently,
 Foreign Exchange earnings (FOB) out of such Export business during this
 year was Rs. 440.24 Lacs (increase of almost 150% over last year). The
 Foreign Exchange outgo during this year was as follows:
 
 Expenditure in Foreign Currency
 
 Foreign Travelling Rs. 5.78 Lacs
 
 Bank Charges Rs. 0.20 Lacs
 
 Foreign Exchange fluctuations (on settlement of dues) Rs. 1.29 Lacs
 
 Rs. 7.27 Lacs
 
 CONSOLIDATED FINANCIAL STATEMENT
 
 The consolidated Financial Statements of the Company and its
 Subsidiaries for the year ended 31st March, 2015, prepared in
 accordance with the provisions of Sub Section 3 of Section 129 of the
 Companies Act, 2013 (the Act) and the applicable Accounting Standards
 and the Listing Agreements with the Stock Exchanges and duly audited by
 M/s A C Bhuteria & Co., Chartered Accountants , Auditors of the Company
 form a part of this Annual Report. The said consolidated Financial
 Statements shall be laid before the Annual General Meeting of the
 Company while laying its own Financial Statements under Sub Section (2)
 of the said Section. A separate Statement containing the salient
 features of the Financial Statements of its Subsidiaries has been given
 in Note No 38 to the Consolidated Financial Statements pursuant to
 first proviso to Sub Section (3) of Section 129 read with Rule 5 of The
 Companies (Accounts) Rules, 2014. The Accounts of the Subsidiary
 Companies are also available on the Company''s Website.
 
 DIRECTORS
 
 The Board of Directors of the Company consists of a balanced profile of
 Members specializing in different fields that enables it to address the
 various business needs of the Company, while placing very strong
 emphasis on corporate governance.
 
 (a) Independent Directors
 
 Your Company has at present three Independent Directors, namely, Sri
 Sardul Singh Jain (DIN 00013758), Sri Bachchraj Begwani (DIN 03157720)
 and Sri 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 amended Clause 49 of the Listing Agreement. They are not
 liable to retire by rotation.
 
 Sri Alok Kumar Banthia was appointed as an additional Director of your
 Company by the Board with effect from August 14,2014. Pursuant to
 Article 89 of the Articles of Association of the Company read with
 Section 161(1) of the Companies Act,2013 he was appointed as a Director
 of your Company by the Members at the Company''s Annual General Meeting
 held last year i.e. on 29th September, 2014.  He was also appointed
 Independent Director of the Company by the Members for a period of five
 consecutive years from the conclusion of the Company''s said last Annual
 General Meeting. He is a Non-Executive /Independent Director of your
 Company, not liable to retire by rotation.
 
 Your Company has received declarations from all the above mentioned
 Independent Directors confirming that they meet with the criteria of
 independence as prescribed both under Sub-Section(6) of Section 149 of
 the Act and under the amended Clause 49 of the Listing Agreement with
 the Stock Exchange.
 
 (b) Retirement of Director by rotation
 
 As per the provisions of Companies Act, 2013 and the Articles of
 Association of the Company Sri Ram Lal Saini (DIN 03534117), Director
 of your Company will retire by rotation at the forthcoming Annual
 General Meeting and, being eligible, offers himself for re-appointment.
 
 (c) Performance Evaluation and Familiarisation Programme for Directors
 
 Your Company has devised a Policy for performance evaluation of
 Independent Directors, Board, Committees and other individual Directors
 which also includes criteria for performance evaluation of the
 Independent Directors, Non-Executive Directors and Executive Directors,
 the proportional existence of three such categories of Directors in
 your Company also meets the requirement as prescribed both under the
 Act and the revised Clause 49 of the Listing Agreement. On the basis of
 such Policy a process of evaluation was followed by the Board for its
 own performance and that of its Committees and individual Directors.
 Criteria for performance evaluation of Independent Directors and other
 Non- Executive Directors has been given in the Corporate Governance
 Report annexed herewith.
 
 Your Company has also made a programme for familiarization of
 Independent Directors with the Company, their roles, rights and
 responsibilities in the Company, nature of the industry in which the
 Company operates, business models of the Company and related matters.
 However, out of the three Independent Directors of your Company, two
 Directors namely, Sri S. S. Jain and Sri B Begwani are for a very long
 time in your Company, and therefore, do not need as such any more
 familiarization programme . This is applicable to one Director only,
 namely Sri A K Banthia who was appointed last year and has completed
 such familiarization programme.
 
 The details of the familiarization Programme has been disclosed on the
 Company''s Website at the link www.rtspower.com .
 
 The following Policies of the Company are attached herewith marked as
 Annexure C and Annexure D.
 
 (i) Policy for selection of Directors and determining Directors''
 independence; and
 
 (ii) Remuneration Policy for Directors, Key Managerial Personnel and
 other employees.
 
 (d) Number of Meetings of the Board
 
 There has been 12 Nos. Meetings of the Board of Directors during the
 Financial Year 2014-2015. Dates of such Meetings and attendance
 position of Directors in such Meetings have been given separately in
 the Report on Corporate Governance attached herewith.
 
 DIRECTORS '' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 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 :
 
 I. in the preparation of the Annual Accounts for the year ended March
 31, 2015, the applicable Accounting Standards have been followed and
 there are no material departures from the same;
 
 II. 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 as at March 31,2015 and of the Profit of the Company for
 the year ended on that date;
 
 III. the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 IV. the Directors have prepared the Annual Accounts of the Company on a
 ''going concern'' basis ,
 
 V. 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
 
 VI. 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.
 
 CORPORATE GOVERNANCE
 
 A separate Report on Corporate Governance in format as prescribed in
 the revised Clause 49 of the Listing Agreement forms a part of the
 Annual Report of your Company and is being attached hereto, marked as
 Annexure A along with the Auditors'' Certificate on its compliance. A
 Report on Management Discussion and Analysis as stipulated in the said
 revised Clause 49 is also attached herewith marked 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 .
 
 LISTING
 
 Equity Shares of your Company were listed with the Stock Exchanges at
 Kolkata and Mumbai. The Board of Directors in its Meeting held on
 January 22, 2015 decided to voluntarily delist the Equity Shares from
 The Calcutta Stock Exchange Limited (CSE) on account of the following
 reasons:
 
 1. There is absolutely no trading of the Equity Shares of your Company
 at CSE in the past so many years , including last Financial Year, and
 therefore, continuation of listing with this Exchange does not provide
 any significant advantage to the Shareholders of the Company or
 investors at large.  Moreover, Shareholders suggested delisting from
 CSE in a number of Annual General Meetings of the Company held in the
 past.
 
 2. The Voluntary Delisting will reduce the paper work and related cost,
 as compliance with Listing Agreement with CSE will no longer be
 required.
 
 With the extensive network of the Stock Exchange, Mumbai (BSE) and with
 the extensive network of BSE terminals to other cities as well,
 investors will continue to have access to online dealings in the
 Company''s securities across the country. Furthermore, all the tradings
 in the Company''s Equity Shares takes place on the BSE and the listing
 with CSE does not serve the desired purpose and it only adds additional
 cost to the Company in the form of Listing Fees and other compliance
 cost.
 
 Finally, CSE have allowed delisting of your Company''s Equity Shares on
 March 13, 2015.
 
 The Equity Shares of your Company, however, continue to be listed on
 BSE.
 
 TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
 
 Pursuant to the provisions of the Companies Act, relevant dividend
 amounts which remained unpaid or unclaimed for a period of seven years
 have been transferred by the Company, from to time to time on due
 dates, to the Investor Education and Protection Fund (IEPF).
 
 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 uploaded the details of
 unpaid and unclaimed amounts lying with the Company as on September 29,
 2014 (date of last Annual General Meeting) on the Company''s Website
 (www.rtspower.com) and has also filed Form No 5 INV on December 8, 2014
 with Registrar of Companies, West Bengal . Since the abovesaid last
 Annual General Meeting, the Company has also transferred unpaid and
 unclaimed Dividend amount in respect of Final Dividend 2006-2007 to the
 IEPF on December 9, 2014 and December 15, 2014 and filed Form No I with
 Registrar of Companies, West Bengal following such transfers.
 
 EXTRACT OF ANNUAL RETURN
 
 The extract of the Annual Return as provided in Sub Section 3 of
 Section 92 of the Companies Act ,2013 and Rule 12(1) of the Companies
 (Management & Administration)Rules, 2014 in Form MGT 9 is enclosed,
 marked as Annexure E.
 
 AUDITORS AND AUDITORS'' REPORT
 
 STATUTORY AUDITORS
 
 M/s A .C. Bhuteria & Co, Chartered Accountants, statutory Auditors of
 the Company were re-appointed Auditors to hold office from the
 conclusion of Sixty Sixth Annual General Meeting (AGM) held on 29th
 September, 2014 till the conclusion of Sixty Ninth AGM to be held in
 2017 subject to ratification by the Members at the Sixty Seventh and
 Sixty Eighth AGM of the Company. Accordingly, the Notice convening the
 ensuing Sixty Seventh AGM includes a Resolution seeking such
 ratification by the Members of the said re-appointment of the Auditors.
 
 The Company has received a letter from the statutory Auditors to the
 effect that the ratification of their re- appointment, if made at the
 forthcoming AGM, would be in accordance with the limits prescribed
 under Section 141(3)(g) of the Companies Act, 2013 and that they are
 not otherwise disqualified.
 
 AUDITORS'' REPORT
 
 The Notes on Financial Statements of the Company referred to in the
 Auditors'' Report are self- explanatory and do not call for any further
 comments by the Board.The Auditors'' Report does not contain any
 qualification, reservation or adverse remark.
 
 BRANCH AUDITORS
 
 M/S Jain Shrimal & Co., Chartered Accountants, Branch Auditors of the
 Company were re-appointed Branch Auditors to hold office from the
 conclusion of Sixty Sixth Annual General Meeting (AGM) held on 29th
 September, 2014 till the conclusion of the Sixty ninth AGM to be held
 in 2017 subject to ratification by the Members at the Sixty Seventh and
 Sixty Eighth AGM of the Company. Accordingly, the Notice convening the
 ensuing Sixty Seventh AGM includes a Resolution seeking such
 ratification by the Members of the said re-appointment of the Branch
 Auditors.
 
 The Company has received a letter from the Branch Auditors to the
 effect that the ratification of their appointment, if made at the
 forthcoming AGM, would be in accordance with the limits prescribed
 under Section 141(3)(g) of the Companies Act, 2013 and that they are
 not otherwise disqualified.
 
 COST AUDITORS
 
 Cost Audit was introduced in your Company for the first time for the
 Financial Year 2012-2013 in pursuance of the Order No 52/26/CAB/2010
 dated 24th January, 2012 issued by the Ministry of Corporate Affairs,
 Cost Audit Branch, Government of India. M/s K. G. Goyal & Associates,
 Cost Accountants (Firm Registration No 000024), Jaipur, Rajasthan were
 appointed as Cost Auditors of the Company, with due approval of the
 Central Government, for conducting audit of cost records of your
 Company for the Financial Year 2012-2013.
 
 They were also re-appointed as Cost Auditors of your Company for the
 Financial Year 2013-2014 with the due approval of the Central
 Government.
 
 In view of Press Release and Notification, both dated June 30, 2014,
 issued by the Ministry of Corporate Affairs , maintenance of cost
 records and audit thereof was made no more necessary for your Company
 effective from April1,2014. Accordingly, no Cost Auditor was appointed
 by your Company for the Financial Year 2014-2015 in terms of Section
 148 of the Companies Act,2013, the Companies (Audit and Auditors)Rules,
 2014 and the Companies (Cost Records and Audit) Rules, 2014.
 
 Ministry of Corporate Affairs vide their Notification dated 31st
 December, 2014 has further amended the Companies (Cost Records and
 Audit) Rules, 2014 by introducing the Companies (Cost Records and
 Audit) Amendment Rules, 2014 by virtue of which audit of cost records
 of your Company has again been re-introduced and made compulsory from
 the Financial Year 2015-2016 and onwards. Accordingly, the Board of
 Directors of your Company in its Meeting held on June 27, 2015 has
 appointed M/s K.G.Goyal & Associates as Cost Auditors of your Company,
 with due information to the Central Government by way of filing the
 prescribed Form No CRA2 on July1,2015, for conducting audit of cost
 records of your Company for the Financial Year 2015-2016.
 
 SECRETARIAL AUDITOR
 
 The Board has appointed Sri 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 2014-2015.
 
 The Secretarial Audit Report for the Financial Year ended March 31,
 2015 in the prescribed Form No MR3 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 F to this Report.
 
 The Secretarial Audit Report does not contain any qualification,
 reservation or adverse remark. However, the observation made by the
 Secretarial Auditor with regard to compliance of Clause 41 (vi)(b)(iii)
 of the Listing Aggreement has been noted by the Board and will be taken
 care of in future.
 
 PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND
 SECURITIES PROVIDED.
 
 The Company has neither given any Loan and Guarantee nor provided any
 security in terms of Section 186 of the Companies Act, 2013.
 
 However, the Company has made further investments of Rs.19,90,018/-
 (U,S.$ 32,390) on 21st April , 2014 for subscribing 32,500 Shares of
 U.S.$ 1 each in its Wholly owned Subsidiary, Blue Nile Projects
 Limited, Hong Kong .
 
 CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
 
 Particulars of all contracts/ arrangements/transactions entered into by
 the Company during the Financial Year with related parties referred to
 in Sub-Section (1) of Section188 of the Companies Act ,2013 are given
 in Form AOC 2 as prescribed in Rule 8(2) of the Companies (Accounts)
 Rules, 2014 annexed herewith and marked as Annexure G 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.
 
 The policy on materiality of related party transactions and dealing
 with related party transactions as approved by the Board may be
 accessed on the Company''s Website at the link www.rtspower.com
 
 Your Directors draw attention to the Members to Note 35(vi) to the
 Financial Statements which sets out related party disclosures.
 
 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 approval before entering
 into such transactions or making any amendment thereto .
 
 SUBSIDIARIES
 
 (I) Blue Nile Projects Limited, Hong Kong
 
 As approved by the Shareholders in the last Annual General Meeting of
 the Company held on September 29, 2014 by passing a Special Resolution
 under Section 188 of the Companies Act ,2013 your Company has sold its
 wholly-owned Subsidiary Company, Blue Nile Projects Limited at Hong
 Kong to one of its Group entity on July 27, 2015 and the sale proceeds
 have been utilized to reduce the Company''s borrowings with the object
 to reduce its interest burden.
 
 Thus, Blue Nile Projects Limited has ceased to be a Subsidiary of your
 Company with effect from the said date.
 
 During the Financial Year 2014-15 this erstwhile Subsidiary Company of
 your Company, basically being a trading company , incorporated for the
 purpose of establishing Projects outside India, has incurred a loss of
 Rs. 3,28,097/- (U.S.$ 5242 ) which has been taken into account for the
 purpose of consolidation with Standalone Accounts of your Company.
 
 (ii) ABAY Energy Private Limited Company, Ethiopia
 
 ABAY Energy Private Limited Company was a step-down Subsidiary of your
 Company at Ethiopia engaged in the manufacturing and repairing of
 Transformers catering to the African market.
 
 Almost 99% of its Paid up Share Capital was held by Blue Nile Projects
 Limited, Hong Kong. With the disposal of Blue Nile Projects Limited by
 your Company as said above on July 27, 2015 ABAY Energy Private Limited
 Company, Ethiopia has ceased to be the step-down Subsidiary Company of
 your Company with effect from the said date.
 
 Presently, this Company imports in Ethiopia raw
 materials/parts/spares/semi-finished goods from your Company in India
 and manufactures and repairs Transformers there for sale in African
 market.
 
 During the Financial Year 2014-15, this erstwhile step-down Subsidiary
 Company of your Company has made a profit of Rs. 66,01,098/- (Birr
 21,49,391) which has been taken into account for the purpose of
 consolidation with Standalone Accounts of your Company.
 
 More details about performance and financial position of each of such
 two Subsidiaries as per the Companies Act, 2013 have been given in Note
 No 38 to the Consolidated Financial Statements and hence not repeated
 here for the sake of brevity.
 
 PARTICULARS OF EMPLOYEES
 
 There is no such employee in the Company as to whose name and other
 particulars are to be given pursuant to Section 197(12) of the Act read
 with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
 of Managerial Personnel) Rules, 2014 (the Rules).
 
 Disclosures pertaining to remuneration and other details as required
 under Section 197(12) of the Act read with Rule 5(1) of the Rules are
 provided in Annexure H.
 
 APPOINTMENT OF CHIEF FINANCIAL OFFICER
 
 Sri Mukesh Jain, General Manager has been working in the Company for a
 long time and is well conversant with the Company''s all finance,
 commercial and accounts function and was looking after materials
 management and administration at the Company''s Jaipur Office.
 
 Sri Jain has already been discharging as Chief Financial Officer(CFO)
 since the year 2005 the responsibility of certifying the Financial
 Statements and the Cash Flow Statements of the Company in every
 Financial Year along with Sri Abhay Bhutoria, the Managing Director,
 (CEO) as required under Clause 49 of the Listing Agreement under SEBI
 Guidelines.
 
 The Board of Directors of your Company in its Meeting held on January
 22, 2015 has assigned him further the responsibility of discharging the
 functions of Chief Financial Officer of the Company with effect from
 February 1, 2015 in terms of Section 203 of the Companies Act, 2013
 read with the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 as one of the Company''s Key Managerial
 Personnel, in addition to his existing responsibilities.
 
 AUDIT COMMITTEE
 
 The Audit Committee of the Board of Directors , constituted in terms of
 the revised Clause 49 III (A) to (E) of Listing Agreements with the
 Stock Exchange 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 31,2015 the Audit Committee
 comprises of three Non-Executive Independent Directors, Sri S. S. Jain,
 Sri Alok Kumar Banthia and Sri Bachhraj Begwani and one Executive
 Non-Independent Director, Sri R. Bhutoria, Vice Chairman & Whole-time
 Director of the Company. Sri S.S.Jain is the Chairman of the Committee,
 who also chaired the Annual General Meeting of the Company held on
 September 29, 2014. 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 are permanent invitees to the
 Audit Committee. Mr. J. Biswas, Company Secretary acts as the Secretary
 of the Committee.
 
 VIGIL MECHANISM
 
 A Vigil Mechanism, which also incorporates a Whistle Blower Policy in
 terms of the Listing Agreement, has been established for Directors,
 Employees and Stakeholders to report their genuine concerns about
 unethical behaviour, 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 the revised Clause 49 (II) (F) (Corporate Governance)
 of the Listing Agreement with the Stock Exchange.  Such Vigil Mechanism
 provides for adequate safeguards against victimization of Directors,
 Employees and Stakeholders who avail of the Vigil Mechanism and also
 provides for the 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.
 
 Further details in this regard have been disclosed in the Company''s
 Website at the link: www.rtspower.  com
 
 RISK MANAGEMENT POLICY
 
 Keeping in view of the nature of industry in which your Company is
 engaged, your Company had all along been conscious of the risk
 associated with the nature of its business. Senior Management personnel
 carried 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 Directors is overall responsible for framing, implementing
 and monitoring the Risk Management Plan of the Company.
 
 The Board of Directors also oversees that all the risks that the
 organization faces such as strategic, financial, credit marketing,
 liquidity, security, property, 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 occurance of such risks arises.
 
 ADEQUACY OF INTERNAL FINANACIAL CONTROLS WITH REFERENCE TO THE
 FINANCIAL STATEMENTS
 
 The Company has in place adequate internal financial controls with
 reference to Financial Statements.  During the year such controls were
 tested and no reportable material weakness in the design or operation
 were observed.
 
 GENERAL
 
 - No significant or material orders were passed by the Regulators or
 Courts or tribunals which impact the going concern status and the
 Company''s operations in future.
 
 - Your Directors state that during the year under review, there was
 no case filed pursuant to the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013.
 
 APPRECIATION
 
 Your Directors take this opportunity to express their whole-hearted
 appreciation for the unstinted support and co-operation received from
 Banks, State Electricity Boards, Government and Semi Government
 Authorities, Power Utilities, other customers, vendors and Shareholders
 during the year under review.
 
 Your Directors also wish to place on record their deep sense of
 appreciation for the sincere and devoted services that the Executives,
 Staffs and Workers at all levels have rendered to your Company.
 
 Registered Office :       For and on behalf of the Board of Directors
 56, Netaji Subhas Road
 Kolkata - 700001                          S. S. JAIN
 Dated : 14th August, 2015                 Chairman
Source : Dion Global Solutions Limited
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