DIRECTORS'REPORT To the Members, 1. The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited statements of Accounts for the year ended 31st March, 2015. 2. MARKETING The service rendered by your company to the customers, continues to be the best in the industry which can be attributed to the perpetual strive of the service personnel for improvement. 3. MATERIAL CHANGES AND COMMITMENTS AFFECTING TH E FINANCIAL POSITION OF THE COMPANY: As the members of the company are aware, a public announcement regarding Open Offer, for acquisition of 12,25,416 Equity Share from shareholders of the company was made by Mr. Konda Laxmaiah and M/s. Ramlaxman Parboiled Rice Private Limited ("Acquirers"), was made under Regulation 3(1) and Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011on 28 February, 2015. Subsequently, the Acquirers has made detailed public statement, issued Letter of Offer and successfully completed with Takeover Code. Further, Sri Konda Laxmaiah, Smt. Konda Padma and Sri Mohan Vijaya Krishna Tallapalli were appointed on the Board on 23rd June, 2015 and Sri Murali Dhar Agarwal, Sri Umesh Kumar Mittal and Sri Rabindra Chandra Biswas have resigned from the Board on 23rd June, 2015 welcoming the new management of the company. With the change in the management of the company, the Board has reconstituted its Audit committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee as per the provisions of Companies Act, 2013 and Listing Agreement. 4. INDUSTRY OUTLOOK With the sustainable growth in steel producing capacities particularly in India and increased demand for quality Iron and Steel particularly from manufacturing, construction and automobile sectors, it is expected that demand for Refractories would continue to rise. 5. DIVIDEND No Dividend was declared for the current financial year under review 6. Reserves :- The company did not transfer any amounts to reserves. 7. Brief description working during of the Company's the year/State of Company's affair If there is more than one division, division wise working details are required to be given. Besides, working details of current years and future prospects of the company's working have also to be given. A statement justifying the reasons for improvement/depressed results in comparison of the previous year is also required to be given 8. Change in the nature of business, if any : The company is being acquired by an acquirer by making a bid for a target company. 9. BOARD MEETINGS Four Board meetings were held during the last financial year. For details of such meetings of the Board, are placed in the Corporate Governance report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. 10. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mr. Umesh Kumar Mittal was appointed as an Additional Director in the board meeting and later appointed as an independent director in the annual general meeting held on 30th September, 2014. He has resigned due to his preoccupations with effect from 14th day of November, 2014. Mr. Sambhu Dayal Agarwal who was appointed as an Independent Director of the Company has resigned w.e.f 14th August, 2014 during the year under review. As per the provisions of Section 203 of the Companies Act, 2013, Mr. Sistla Subrahmanya Sastry was taken note as Chief Financial Officer of the company in the board meeting held on 14th February, 2015.. During the financial year 2015-16, the company has appointed Mr. Srishailam Vaddepally as additional Director who is an Independent Director. 11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS: The company has received necessary declaration from each independent director of the company under sec 149(7) of the Companies Act, 2013 that the independent directors of the company meet with the criteria for their independence laid down under section 149(6). 12. COMPOSITION OF AUDIT COMMITTEE: The Audit Committee formed in pursuance of Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013 is instrumental in overseeing the financial reporting besides reviewing the quarterly, half yearly, annual financial results of the company; it reviews company's financial and risk management policies and the internal control systems, internal audit systems, etc. through discussions with internal and external auditors. Powers of Audit Committee The audit committee shall have powers, which should include the following: 1. To investigate any activity within its terms of reference. 2. To seek information from any employee. 3. To obtain outside legal or other professional advice. 4. To secure attendance of outsiders with relevant expertise, if it considers necessary. The Company has constituted the Audit Committee under the Chairmanship of Sri Muralidhar Agarwal, an Independent Director and Sri. Umesh Kumar Mittal, Independent Director and Sri Rabindra Chandra Biswas, non-executive Diretor as Members of the Committee. During the year, Sri Umesh Kumar Mittal, Independent Director, ceases to be a member of the committee following his resignation from the Board of the company. The Audit Committee was re-constituted with the appointment of Sri Ashok Kumar Agarwal, non-executive Director as member of the committee. During the year 2014 -15 four meetings of the committee were held. The Details of the committee meeting and the attendance are furnished in the Corporate Governance Report, which forms part of this report. 13. VIGIL MECHANISM: The Board, at its meeting held, approved the revised Vigil Mechanism that provides a formal mechanism for all Directors, employees and vendors of the Company to approach the Ethics Counsellor/Chairman of the Audit Committee of the Board and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Raasi Code of Conduct (RCOC). The Vigil Mechanism comprises three policies viz., the Whistle Blower Policy for Directors & Employees, Whistle Blower Policy for Vendors and Whistle Blower Reward & Recognition Policy for Employees. The Whistle Blower Policy for Directors and Employees is an extension of the RCOC that requires every Director or employee to promptly report to the Management any actual or possible violation of the Code or any event wherein he or she becomes aware of that which could affect the business or reputation of the Company. The Whistle Blower Policy for Vendors provides protection to vendors from any victimisation or unfair trade practice by the Company. The Whistle Blower Reward & Recognition Policy for Employees has been implemented in order to encourage employees to genuinely blow the whistle on any misconduct or unethical activity taking place in the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Whistle Blower Policy. Under the Policy, every Director, employee or vendor of the Company has an assured access to the Chairman of the Audit Committee. 14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Management Discussion and Analysis Report has been included in adherence to the Exchange spirit enunciated in the code of corporate governance approved by the Securities and Exchange Board of India. Management presents herein the industry overview, opportunities and threats, initiatives by the Company and its overall strategy for the future. This outlook is based on the assessment of current business environment, which may vary due to the future economic and other developments both in India and abroad. (A)Industry Structure and Development: Refractories are made of naturally occurring minerals, such as bauxite, kyanite, magnesite, fireclay, chrome ore, etc. Refractories are used either where high temperature or high rate of abrasion/ corrosion/ erosion is involved. Lately, however, the industry has been using manmade raw materials, such as brown-fused alumina, tabular alumina, fused magnesia, silicon carbide, magnesia alumina, etc. It has a wide product range and comprehensive to suit the requirement of different industry segments. These are produced in Special Shapes and are Custom made to suit the requirements of the various industries. Refractory plays a dynamic role not only for metallurgical but also for shaping up chemical and petrochemical, glass, ceramic, cement and limestone industries. Refractory Industry in India is now getting consolidated. Major manufacturers in terms of volume are foreign owned companies. The turnover of such companies was 60% of total turnover of the Industry. This has brought or is likely to bring several new products and technology in the country for refractories used in steel making. The refractory industry is moving along with a mixed bag of project and maintenance requirement. The raw material pricing and supply continues to worry. However, the positive trend in projects is taking concrete shape, refractory installation activity is picking up and new facility is nearing completion in some upcoming steel projects. (B) Opportunities and threats Opportunities in the refractories industry: The refractories industry largely follows trends set by its main driver, the steel industry. Iron and steel production is responsible for up to 70 % of the total demand for Refractories, therefore the profitability of the refractories industry as a whole is strongly influenced by steel production levels and steel plant investments. There is a steep fall in the demand for steel due to a decline in the infrastructure sector, while the short term outlook remains problematic because of the global economic situation; there could be realistic and sustainable growth in steel production and in other key end user industries till 2017. Indeed, there may even be a short- term surge in demand for refractories once confidence recovers because of new capital investment and refurbishment of idled equipment. Threats in the Refractories industry: Absence of clear cut policy on iron ore mining has led to closure of steel plants, especially those based on sponge iron as feed material. If this situation continues, the expected growth in steel may not materialize at desired pace. Another major issue for refractory business is from the small scale industries. These industries are expanding their operations at a rapid pace and are presently ready to compete with large scale industries. Also these industries are coping up with the technological changes taking place in the industry and given the amount of support received from the government for their upliftment, these SSIs definitely seem to be a threat in the near future. Your Company is taking steps to take on the challenges and strengthen its brand image in neighboring states as well as in Telangana where the company is already a brand leader. Power remains another major threat to the industry. Severe power shortage and high cost of power in the State has rendered most of the factories very non remunerative. (C) Segment or Product wise Performance: Your company operates in only one business segment and one product viz., refractories. (D) Outlook: Market outlook in future for refractory seems good. Per capita consumption of steel in India is being far below in comparison to the international standards. It is expected that the demand for increase of domestic steel production will be robust and this will have positive impact in refractory consumption. Growth in real estate and consumer durable sector will lead to increase in cement, glass and special alloys production. This will also necessitate use of better quality refractories. Your Company's effort to keep pace with changing technology which offer superior product will ensure not only retention of existing business but also increase the business volume wherever such products are used. (E) Risks and Concerns: India's refractory industry has witnessed a dramatic squeeze in margins amidst poor demand from end users and rising raw material prices. Sudden rise in the price of the raw material is due to dependence of the refractory industry on the raw materials imported from China. It is a matter of great concern as the use of synthetic raw materials is driving the prices of the raw materials higher. Further, the raw material prices have increased from 80% to 85% but the prices of finished products have increased from 18% to 30% resulting in erosion of bottom lines of the refractory companies. The refractory industry is going through an exciting and complex phase. On one hand, refractory makers are adding capacities with the hope that demand from the steel sector will rise at a fast pace. On the other hand, usage of the new technology processes is leading to reduction in refractories consumption. A major area of concern is availability of adequately qualified and competent workforce. The Industry is facing countless difficulties both in terms of increasing raw material and other input costs as well as the availability, further the negotiating power of the refractory makers is poor mainly due to their size as it caters to the industries which are far bigger in sizes like aluminum, steel, cement etc. (F) Discussion on financial performance with respect to operational performance: Your Company has achieved the gross turnover of Rs. 1607.50 lakhs as against a turnover of Rs.1697.47 lakhs achieved during the previous financial year. The Company has incurred a Net loss of Rs1692.33 lakhs as against loss of Rs355.86 lakhs during previous year. (G) Material developments in Human Resources/Industrial Relations front including number of people employed It is your Company's belief that the competence and commitment of its people are key drivers of competitive advantage enabling the Company to compete successfully in the market place. Your Company endeavors to strengthen organizational culture in order to attract and retain the best talent and bring out the best in people. Cautionary Statement: Statements in the management discussion and analysis describing the company's objectives, projections, estimates, expectations may be considered to be forward looking statements. Actual results could differ materially from those expressed or implied. Factors which could make a significant difference to the company's operations include demand supply conditions, market prices, input component costs and availability, changes in government regulations and tax laws besides other factors such as litigation, over which the Company may not have any control 15. DIRECTORS' RESPONSIBILITY STATEMENT: In pursuance of section 134(5) of the Companies Act, 2013, the directors hereby confirm that: (a) In the preparation of annual accounts, the applicable standards have been followed along with proper explanations relating to material departures; (b) The directors had 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 state of affairs of the company at the end of the financial year and of the loss of the company for that period; (c) The directors had taken proper and sufficient care for 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; (d) The directors had prepared the annual accounts on a going concern basis; (e) The directors, in the case of a listed company, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES / JV : The Company does not have any Subsidiary, Joint venture or Associate Company. 17. EXTRACT OF ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return of the Company in MGT-9 for the financial year ended 31st March, 2015 is given in Annexure-II and forms part of this report 18. AUDITORS: 17.1: Statutory Auditors: M/s SRB & Associates, Chartered Accountants, the Statutory Auditors of the Company will hold office till the conclusion of this 33rd Annual General Meeting. The existing auditors expressed their unwillingness to be re-appointed as the Statutory Auditors of the company. The Directors then approached M/s.GMK Associates, Chartered Accountants, for being appointed as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting to the conclusion of the Thirty Eighth Annual General Meeting (subject to ratification of their appointment at every AGM) at such remuneration as may be determined by the Board of Directors of the Company and reimbursement of out-of-pocket and incidental expense. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent and confirmation of their eligibility from M/S GMK Associates, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable. Your Board of Directors recommended their appointment based on the recommendation of the Audit Committee for your approval. The Independent Auditors' Report to the Members of the Company on the Financial Statements for the Financial Year ended 31st March, 2015 forms part of annual report and contains qualification(s) or adverse remarks. The directors reply for the same is given below. 17.2: Secretarial Auditors: As per the provisions of the Section 204(1) of the Companies Act, 2013 the company has appointed Ms. Dafthardar Soumya, Praxticing Company Secretary to conduct Secretarial Audit of the records and documents of the Company. The Secretarial Audit report for the Financial Year ended 31st March, 2015 in the Form MR-3 is annexed to the Directors Report as Annexure-IV and forms part of this report. 17.3: Cost Auditors: The Ministry of Corporate Affairs had, vide its order dated 31st December, 2014 directed audit of Cost reports of the Companies covered under the Companies (Cost Records & Audit) Amendment Rules, 2014. The said order is not applicable to the Company being the company is not satisfying the criteria prescribed in the said order. According the Company is not required to maintain cost records and appoint cost auditor for the financial 2014-15. QUALIFICATIONS IN AUDIT REPORTS Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made - (a) By the statutory auditor in his report; and (b) By the company secretary in practice in his secretarial audit report; 19 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: Particulars pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013 read with the Companies(Disclosures of particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure-1 20. PUBLIC DEPOSITS: The Company has neither accepted nor renewed any deposits during the year under review. 21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS: No significant and material orders were passed during the year by the regulators 22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS: The Company strictly adheres to the internal control systems established over the years. The Company has a policy of maintaining effective internal control system and strict implementation of policies and procedures so as to safe guard the assets and interests of the company. The internal control systems of the Company would ensure that any vulnerability in the achievement of the Company's objectives caused by risk factors whether internal or external, existing or emerging, is detected and reported in a timely manner and is meted out with appropriate corrective action. The findings of internal audit are periodically placed before the Audit committee and the Board of directors of the Company. 24. CORPORATE SOCIAL RESPONSIBILTY POLICY : The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 25. PARTICULATS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES : Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 are furnished in Annexure III and are attached to this report. 26. FORMAL ANNUAL EVALUATION OF DIRECTORS, BOARD & ITS COMMITTEES: In accordance with the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, CSR Committee, Risk Management Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee and also the directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the Report on Corporate Governance 27. RATIO OF REMUNERATION TO EACH DIRECTOR : The Company has not paid any remuneration to the directors of the Company during the financial year 2014-15. Hence, the information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1), Rule 5(2) and Rule 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014is not applicable. 28. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange where the Company's Shares are listed. 29. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. 30. POLICY ON SEXUAL HARASSMENT The Company has adopted policy on prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2015, the Company has not received any Complaints pertaining to Sexual Harassment. 31. ACKNOWLEDGEMENTS: Your Directors place on record their sincere appreciation and thanks for the valuable Cooperation and support received from the employees of the company at all levels, Company's bankers, Financial Institutions, Central and State Government Authorities, Clients, Consultants, Suppliers and Members of the company and look forward for the same in equal measures in the coming years. By order of the Board For RAASI REFRACTORIES LIMITED Konda Laxmaiah Director DIN: 00573281 Place: Hyderabad Date: 14/11/2015 |