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Rasi Electrodes Ltd.

BSE: 531233 | NSE: | Series: NA | ISIN: INE822D01021 | SECTOR: Electrodes & Graphite

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

Dear Members, The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Financial Statements for the year ended 31 st March 2015. FINANCIAL RESULTS The Financial Performance of your Company for the year ended 31 * March 2015 is summarized below: Year Ended Year Ended 31.03.2015 31.03.2014 Rs.in Lakhs Rs.in Lakhs Net sales 2329.18 2064.38 Other Income 55.25 34.21 Total (A) 2384.43 2098.59 Total Expenditure 2138.89 1918.18 Profit before interest & depreciation 245.54 180.41 Interest & financial charges 36.90 57.14 Depreciation 60.47 40.12 Profit before tax 148.17 83.15 Provision for tax incl tax for 52.54 27.26 earlier years Deferred tax - current 1.71 -0.20 Profit after tax 93.92 56.09 Profit brought forward 511.28 456.90 Transfer to General Reserve 10.00 1.71 Depn written off as per Sch II of 6.70 Nil Companies Act 2013 Proposed Dividend (5%) 30.80 0.00 Dividend tax 52.4 0.00 Balance carried to Balance sheet 552.46 511.28 DIVIDENDANDTRANSFERTO RESERVES Your Directors have recommended a dividend of Re.0.10 ps (i.e. @ 5%) on the Equity Shares of Rs 21- each (previous year Rs.Nil.). The dividend, if approved by the members at the ensuing Annual General Meeting, will be paid to eligible shareholders as on the date of the21AGM. Your Directors have transferred an amount of Rs 10.00 lakhs to the General Reserves out of the profits made during the year. CAPITAL ISSUANCE AND COPORATE ACTIONS During the year, the following capital issuance and corporate actions have taken place: i. Your Board of Directors have allotted 240,000 Equity shares of Rs 10 each for cash at a price of Rs 35.82 per share to promoters and promoters group who have exercised their option to convert equal number of Warrants as per the terms of issue of the Warrants allotted to them as per approval accorded by the members at their Extraordinary General Meeting held on 22nd February 2013.. The proceeds raised have been utilized to meet the working capital requirements. ii. Your Board of Directors have allotted 951,100 Equity shares of Rs 10 each for cash at a price of Rs 54.00, which includes a premium of Rs 44/- per share, on a preferential basis to applicants belonging to Non-Promoters group as per approval accorded by the members at their Extraordinary General Meeting held on 30* August 2014. The proceeds raised have been utilized to meet the working capital requirements. iii. Your Board of Directors have allotted 10,00,000 Convertible Equity Warrants with each Warrant convertible into one equity share of the Company of nominal value of Rs. 10/- each at a price of Rs. 54/- which includes a premium of Rs. 44/- per share on preferential basis to the applicants belonging to the Promoters and Non-Promoters Group as per approval accorded by the members at their Extraordinary General Meeting held on 30* August 2014. The Company has received the allotment money equivalent to 25% of the total consideration per warrant and proceeds raised have been utilized for working capital purposes. The Warrants are convertible at the option of the allottees into equal number of Equity shares of Rs 10 each at a premium of Rs 44/- within a period of 18 months from the date of allotment and the Company has not received any warrants for conversion till the date of this report. iv. The Board of Directors have sub-divided each Equity Share of the Company having a face value of Rs. 10 each fully paid-up into 5 (five) Equity Shares of face value of Rs. 2 each fully paid-up as per the approval accorded by the members through postal ballot and electronic voting process on 11 * April 2015. Thus, as on the record date on 12* May 2015 fixed by the Board of Directors for the purpose of sub-division, the 61,61,100 Equity Shares of Rs 101- each fully paid up were sub-divided into 308,05,500 Equity shares of Rs 21- each fully paid up which has been duly credited to the demat account / physical share certificates sent to all the eligible members in lieu of and in cancellation of the Equity shares of Rs 101- each held by them as on the record date on 12* May 2015. The outstanding 10,00,000 Convertible Warrants of Rs 10 each will be eligible to be converted into 50,00,000 Equity shares of Rs 2 each at an appropriate price and premium as per the terms of issue of the Convertible Warrants as and when the same is lodged for conversion by the respective allottees. CREDIT RATING Your Directors take pleasure in informing that your Company has been rated by NSIC-CRISIL Performance and Credit Rating for Small Scale Industries and they have awarded your Company with rating of''SE 2B which indicates ''High Performance Capability and Moderate Financial Strength''. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES Your Company does not have any subsidiary, joint venture or associate companies. DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors state that: i. in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, 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 judgements and estimates that are reasonable and prudent so as to givea true and fairview of the state of affairs of the Company as at March 31,2015and 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 the 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 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 Your Company has complied with all the material requirements of Corporate Governance prescribed under Clause 49 of the Listing Agreement. A report on Corporate Governance is annexed and it forms part of this report. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES During the year, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board was put up on the website of the Company at www.rasielectrodes.com and it is also furnished in the Corporate Governance Report. Your Directors draw attention of the members to Note 22.4 to the financial statement which sets out related party disclosures. RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in framing and overseeing risk management policy and its periodical review, implementation and taking of pre-emptive corrective actions as may be deemed necessary. Your Company has adequate risk management infrastructure in place capable of addressing risks faced by the company both internal and external. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, no reportable material weakness have surfaced with regard to those internal controls in place. DIRECTORS AND KEY MANAGERIAL PERSONNEL During the year under review members have approved the appointment of Mr B Ranjit Kumar Kothari as Non-Executive, Non-Independent Director liable for retirement by rotation. Members have also approved the appointment of Mr Hitesh M Dharamshi, Mr K Ajay Goyal and Mr N Prakash Kumar as Independent Directors not liable for retirement by rotation. Your Directors have, based on the recommendation made by the Nomination and Remuneration Committee, appointed Mr P Kashyap Kothari as Chief Financial Officer which was approved by the members during the year. Your Directors have appointed Mrs Payal Jain as Additional Director who will be holding office only up to the ensuing Annual General meeting. The Company has received a special notice along with requisite deposit, from a member proposing the appointment of Mrs Payal Jain as a Director on the Board of the Company liable for retirement by rotation. Your Directors Mr Ranjit Kumar Kothari retire by rotation at the ensuing Annual General meeting and being eligible is offering himself for re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange. The Nomination & Remuneration Committee has submitted its recommendation as regards the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The Board has accepted the recommendation and it shall be implemented for performance evaluation during the current financial year ended 3111 March 2016. A familiarisation program was conducted for the Independent Directors wherein the roles, rights, responsibilities of the Independent Directors, the business model of the company and the industry related developments was apprised and presented to them. The details of the familiarisation program conducted for Independent Directors, Policy for selection of Directors and determining Directors independence, Remuneration Policy for Directors, Key Managerial Personnel and other employees are also put upon the website of the Company atwww.rasielectrodes.com. Your Company has appointed Ms Jagruti Jain as Company Secretary with effect from 2nd May 2015. EMPLOYEES STOCK OPTION SCHEME The Company has not formulated any Employees Stock Option scheme. AUDITORS & AUDITORS REPORT Statutory Auditor The report of the Statutory Auditors M/s ANP Associates., Chartered Accountants, Chennai, is annexed to this report. The Auditors Report does not contain any qualification, reservation or adverse remarks. The Statutory Auditors shall be holding office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed they are eligible for re-appointment and they are not disqualified for re-appointment as Statutory Auditors of the Company. Secretarial Auditor The Board has appointed Mr AM Gopikrishnan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed to this report. Internal Auditor The Board has appointed Mr G Mahavirchand Kochar, Independent Practicing Chartered Accountant as an Internal Auditor as required under section 138 of the Companies Act, 2013. The Internal Auditor reports to the Audit Committee and the periodical reports submitted by him are reviewed by the Audit Committee and the Board. No adverse findings were reported by the Internal Auditor during the year. DISCLOSURES Corporate Social Responsibility Your Company is not falling within the financial criteria laid down under section 135(1) of the Companies Act, 2013, and as such is not under obligation constitute Corporate Social Responsibility committee and undertake CSR activities. Audit committee The Audit Committee comprises of two Independent Director and one Non-Independent Director and as such the composition requirements prescribed under section 177 of the Companies Act, 2013 and the Listing Agreement is satisfied. All the recommendations made by the Audit Committee during the year have been accepted by the Board. Vigil Mechanism The Company has put in place a vigil mechanism in order to facilitate Directors and Employees to report on genuine concerns. The Whistle Blower policy adopted by the Company and the Vigil Mechanism as a part of the said policy has been put up on the website of the Company at www.rasielectrodes.com. Meetings of Board During the year fourteen meetings of the Board of Directors were held. The dates on which the Board meetings were held and the attendance of the Directors therein is furnished in the Corporate Governance Report. Particulars of Loans given, Investments made, Guarantees given and securities provided. The particulars of Loans given, investments made and the purpose for which the loan given is proposed to be utilized by the recipient is furnished in Note:22.6 to the financial statements. The Company has not given any guarantees and has not provided any security during the year. Conservation of energy, technology absorption, foreign exchange earnings and outgo. As required under the Provisions of Sec. 134(3)(m) of the CompaniesAct 2013, information relating to Conservation of energy, technology absorption, and foreign exchange earnings and outgo is annexed to this report. Extract of Annual Return The extract of Annual Return as on 31* March 2015 in the prescribed Form MGT9 is annexed to this report. Particulars of Employees and related disclosures In terms of the requirements of Section 197(12) of the CompaniesAct, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors wish to state that none of the employees are drawing remuneration in excess of the limits set out in the said rules. 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, is annexed to this report. Employees Stock Option Scheme The Company has not formulated any Employees Stock Option scheme. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints under the said Act during the year. General Your Directors do not have anything to report or disclose on the following items since there were no transaction relating to them during the year: i. No deposits were accepted attracting the provisions of section 73-76 of the Companies Act, 2013. ii. The Company has not issued any equity shares during the year with differential rights as to dividend, voting or otherwise. iii. The Company has not issued any shares (including sweat equity shares) to any of its employees during the year. iv. The Company does not have any subsidiary, Joint venture or associate companies andas such the Managing Director / Whole time Directors receiving any remuneration from such companies does not arise. v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future. vi. There were no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2015 and the date of this report ACKNOWLEDGEMENT Your Directors take this opportunity to thank the various Governmental authorities, the Company''s Bankers M/s.Dena Bank, the customers, and Suppliers. Your Directors also wish to place on record the dedicated Services rendered by the employees of the Company at all levels. By Order of the Board, For & on behalf of the Board of Directors B POPATLAL KOTHARI CHENNAI CHAIRMAN & MANAGING DIRECTOR DATED: 12*August2015 DIN: 00594168

Director’s Report