Moneycontrol
SENSEX NIFTY
RTS Power Corporation Directors Report, RTS Power Corp Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > ELECTRIC EQUIPMENT > DIRECTORS REPORT - RTS Power Corporation

RTS Power Corporation

BSE: 531215|ISIN: INE005C01017|SECTOR: Electric Equipment
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Jun 23, 16:01
31.70
-1.3 (-3.94%)
VOLUME 457
RTS Power Corporation is not listed on NSE
Array
Download Annual Report PDF Format 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '16    Mar 15

Directors’ Report

Dear Shareholders,

The Directors have the pleasure in presenting their 68th Annual Report on the business and operations of your Company and the audited Financial Statements of your Company for the year ended March 31, 2016:

FINANCIAL RESULTS (InLacs)

2015-2016

2014-2015

Total Income

14532.63

17217.08

Total Expenditure

14499.75

17073.43

32.88

143.65

Add :

Exceptional Item

236.84

0.00

Less:

Non-recurring Item- adjustment under transitional provisions for Depreciation as per Schedule II to the Companies Act, 2013

0.00

18.82

Profit /(Loss) Before Tax

269.72

124.83

Less :

Current Tax

68.70

25.00

Deferred Tax

(10.35)

58.35

37.12

62.12

Profit /(Loss) After Tax

211.37

62.71

Add: Profit Brought Forward

999.20

936.49

Balance Carried to Reserves & Surplus

1210.57

999.20

DIVIDEND

The Board of Directors has proposed to retain the meager amount of operating profit of Rs, 33 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, your Company''s revenue has fallen down to Rs, 142.41 Crores (17% approx) over last year. Including other income, total revenue has fallen down by 15% approx. from Rs,172.17 Crores in 2014-2015 to Rs, 145.33 Crores in 2015-2016. Such shortfall arises mainly due to non-lifting of the Company''s finished products by various customers.

This year your Company has earned a Profit Before Tax of Rs, 270 Lacs as against Rs, 125 Lacs of last year. Exceptional income, namely, profit on sale of land (Rs,150 lacs), profit on sale of other fixed assets (Rs, 19 lacs) and profit on sale of investment in wholly-owned Subsidiary (Rs, 68 lacs), amounted to Rs, 237 lacs this year.

Your Company''s focus on better Working Capital Management (WCM) has borne fruit, which has reduced inventory by 21% approx. compared to last year and as a part of such WCM, the Company is making all out efforts to realize debtors as fast as possible and has been able to reduce its Debtors from Rs, 92.96 Crores to Rs, 56.79 Crores (reduction of 39% approx.) over last year. Your Company has seen a

Directors’ Report

massive reduction in its Creditors from Rs, 78 Crores to Rs, 30 Crores, which is a reduction of 61% approx. over last year. The Unsecured Loans of your Company have been reduced from '' 17.65 Crores of last year to Rs, 5.37 Crores of this year. A reduction of 70% approx. Total Borrowings of your Company has come down from Rs, 45.06 Crores to Rs, 29.65 Crores over last year. A reduction of 34%. Its total outside liability (TOL) has come down from Rs, 127.31 Crores last year to Rs, 61.80 Crores this year, a reduction of almost 51% in course of one year, which is unprecedented in your CompanyRs,s history. This is a very healthy sign for 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 155% over last year with its increase from Rs, 440 Lacs in 2014-2015 to Rs, 1121 Lacs in 2015-2016. In 2014-2015 the increase in export front was 150% over 2013-2014.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 are the margins.

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, 1121.49 Lacs (increase of almost 155% over last year). The Foreign Exchange outgo during this year was as follows:

Expenditure in Foreign Currency

Foreign Travelling

Rs, 13.97 Lacs

Bank Charges

Rs, 1.46 Lacs

Rs, 15.43 Lacs

CONSOLIDATED FINANCIAL STATEMENT

The consolidated Financial Statements of the Company and its Subsidiaries (upto July 27,2015) for the year ended March 31,2016, 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 Regulations 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 ensuing 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 (upto July 27,2015) has been given in Note No 39 to the Consolidated Financial Statements pursuant to first proviso to Sub Section (3) of Section 129 read

Directors’ Report

with Rule 5 of The Companies (Accounts) Rules, 2014. The duly audited Accounts of the Subsidiary Companies as on and up to July 27, 2015 are also available on the Company''s Website.

DIRECTORS

The Board of Directors of your 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 two Independent Directors, namely, Sri Sardul Singh Jain (DIN 00013758) and Sri Alok Kumar Banthia (DIN 00528159) which meets the requirements of both the Companies Act, 2013 (the Act) and the Rules made there under 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 declarations from 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 Regulation 16(b) of the Listing Regulations.

(b) Resignation of a Director

Sri Bachhraj Begwani, Director of your Company has resigned with effect from January 27, 2016.

The Board of Directors of your Company places on record their due appreciation of the valuable contribution made by him and services rendered by him during his long tenure of office as a Director of your Company.

(c) Retirement of Director by rotation

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company Sri Rajendra Bhutoria (DIN 00013637), Director of your Company will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

(d) Performance Evaluation

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 Listing Regulations .On the basis of such Policy a process of formal annual evaluation has been made by the Board of 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.

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 Website www.rtspower.com:

(i) Policy for selection of Directors and determining Directors’ independence; and

(ii) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

(e) 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.

Directors’ Report

KEY MANAGERIAL PERSONNEL

During the year there was no change in the Key Managerial Personnel of your Company.

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, 2016, 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, 2016 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 Part C of Schedule V under Regulation 34(3) of the Listing Regulations 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 Part B of the said Schedule 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 loan or deposit has been taken or accepted from any Director of your Company.

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 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, 2015 (date of its last Annual General Meeting) on the Company''s Website (www.rtspower.com) and has also filed Form No 5 INV on February 26,2016 with the Registrar of Companies, West Bengal . Since the above said last Annual General Meeting , the Company has also transferred unpaid and unclaimed Dividend amount in respect of Interim Dividend and Final Dividend for the Financial Year 2007-2008 to IEPF both on November 3,2015 and filed Form No I INV with the 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, (FRN 303105E) statutory Auditors of the Company were re-appointed Auditors to hold office from the conclusion of Sixty Sixth Annual General Meeting (AGM) held on September 29, 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 Eighth AGM includes a Resolution seeking such ratification by the Members of the said re-appointment of the Auditors. Their said re-appointment, however, were ratified by the Members at the Sixty Seventh AGM held on September 29,2015.

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 Sixty Eighth 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, (FRN 001704C), 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 September 29, 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 Eighth AGM includes a Resolution seeking such ratification by the Members of the said re-appointment of the Branch Auditors. Their said re-appointment, however, were ratified by the Members at the Sixty Seventh AGM held on September 29, 2015.

The Company has received a letter from the Branch Auditors to the effect that the ratification of their re-appointment, if made at the forthcoming Sixty Eighth 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.

INTERNAL AUDITORS

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 the Company to conduct Internal Audit of the functions and activities of the Company for the Financial Year 2016-2017.

COST AUDITORS

Pursuant to Section 148 of the Companies Act,2013, the Companies (Audit and Auditors)Rules ,2014 and the Companies (Cost Records and Audit) Amendment Rules, 2014 the Board of Directors 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 June 6 ,2016, for conducting audit of cost records of your

Company for the Financial Year 2016-2017, 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 .

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 2015-2016.

The Secretarial Audit Report for the Financial Year ended March 31, 2016 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.

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.

The Company has not made any investment during the year under review.

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 Section 188 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 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 Website at the link www.rtspower.com

Your Directors draw attention of the Members to Note No 36 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 its approval before entering into such transactions or making any amendment thereto.

SUBSIDIARIES (i) Blue Nile Projects Limited, Hong Kong

As reported in the Company''s last Annual Report 2014-2015 Blue Nile Projects Limited, Hong Kong has ceased to be a Subsidiary of your Company on July 27, 2015.

During the Financial Year 2015-16 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 2,17,600/- (U.S.$ 3400 ) upto July 27, 2015 which has been taken into account for the purpose of consolidation with Standalone Accounts of your Company.

(ii) ABAY Energy Private Limited Company, Ethiopia

Similarly, as reported in the Company''s last Annual Report 2014-2015, ABAY Energy Private

Limited Company, Ethiopia has ceased to be the step-down Subsidiary Company of your Company on July 27, 2015.

During the Financial Year 2015-16, this erstwhile step-down Subsidiary Company of your Company has made a profit of Rs 37,23,461/- (Birr 11,92,509 ) upto July 27, 2015 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 upto July 27,2015 during the Financial Year 2015-2016 as required under the Companies Act, 2013 have been given in Note No 39 to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

PARTICULARS OF EMPLOYEES

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 ‘H’.

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 abovesaid information. The said information is available for inspection by Members at the Company''s Registered Office during working hours upto 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 Directors, constituted in terms of Regulation18 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, 2016 the Audit Committee comprises of two Non-Executive Independent Directors, Sri S. S. Jain and Sri Alok Kumar Banthia and one Executive Non-Independent Director, Sri R. Bhutoria, Vice Chairman & Whole-time Director of your Company. Sri S.S.Jain is the Chairman of the Committee, who also chaired the Annual General Meeting of your Company held on September 29, 2015. 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 in the Meetings of 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 Regulations, has been established for Directors, 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 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.

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 has 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 Policy 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, 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 occurance of any one of such risks arises.

ADEQUACY OF INTERNAL FINANACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The 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, 2016, 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 .

GENERAL

- No significant and 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 : 12th August, 2016 Chairman

Source :
Quick Links for rtspowercorporation
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.