DIRECTORS' REPORT Your Directors hereby present the Twenty First Annual Report together with the Audited Accounts of the company for the financial year ended 31st March, 2015. COMPANY PERFORMANCE: The Financial Year 2014 -15 has been another successful year for the Company. In line with previous year's performance, the Company continued to grow at an unprecedented 237.91% increase in revenue and 329.89 % increase in Profit after Tax compared to FY 2013-14. The revenue from operations stood at Rs. 5601.48 Lacs against Rs. 2354.43 Lacs in the previous year, resulting in PAT of Rs. 489.80 Lacs as against PAT of Rs148.47 in the previous year. There is no change in the nature of business during the FY 2014-15 DIVIDEND: Your Directors are pleased to recommend its maiden dividend after restructuring of the company, of Rs.1 per equity share (10%) of Rs.10/- each for the year 2014-15 subject to the approval of shareholders TRANSFER TO RESERVES Your Company did not transfer any amount to reserves THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR: Till date the Company doesnt have any subsidiaries/ associate companies and the Company does not have any joint ventures. STATUTORY AUDITORS: The shareholders in their meeting held on 20th September, 2014 approved the appointment of M/s Chevuturi Associates Chartered Accountants Vijayawada, as the Statutory Auditors of the Company to hold office till the conclusion of 25th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking Members' ratification on appointment of M/s Chevuturi Associates Chartered Accountants Vijayawada, as the Statutory Auditors of the Company for the financial year 2015-16 is included at Item No.4 of the Notice convening the Annual General Meeting. INTERNAL AUDITORS: M/s Brahmayya & co, Chartered Accountants, Gubbalavari Street, Society Road, Tanuku-534 211 (ICAI Firm Registration No 000513S) were appointed as Internal Auditors of the Company and they are submitting their reports on quarterly basis. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.S.Rao & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure III" to this report. REPLY TO QUALIFICATIONS IN SECRETARIAL AUDIT REPORT: Company has not appointed Company Secretary for the position of Key Managerial Person as required under section 203 of Companies Act, 2013 and clause 49 of listing agreement: As the Company is situated in remote place, we could not get an eligible Company Secretary. We are trying to find a right candidate and shall appoint a right candidate as and when available. DIRECTORS: The Board of Directors have appointed Shri Siddhardha Kathari as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation of Nomination and Remuneration Committee considered the appointment of Shri Siddhardha Kathari as an Independent Director subject to approval of shareholders. Accordingly a resolution seeking approval of shareholders for his appointment as an Independent Director for a period of five years is included at Item No.5 of the Notice convening the Annual General Meeting. In accordance with the provisions of Section 152 of the Companies Act, 2013, Smt. G. Parvathi, Director of the Company retires by rotation and being eligible, has offered herself for re-appointment. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR: During the Financial year under review, Sri G. Rama lakshmi Narayana Rao, independent Director of the Company resigned w.e.f 30.10.2014 and Sri Siddhardha Kathari was appointed as Additional Director under independent Director Category w.e.f 30.10.2014, whose appointment is due for regularization in the Annual General Meeting. G. Ganapathi Rama Prabhakara Raju has been appointed as Chief Financial Officer of the Company w.e.f 31.03.2015 DECLARATION GIVEN BY INDEPENDENT DIRECTORS: Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013. FIXED DEPOSITS: Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. MATERIAL CHANGES AND COMMITMENTS: There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them, (i)that in the preparation of Annual Accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from; (ii)that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period: (iii)that 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)that the directors have prepared the annual accounts on a going concern basis. (v)The Directors had laid down Internal Financial controls to be followed by the Company and that such internal financial Controls are adequate and were operating efficiently. (vi)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. VIGIL MECHANISM/ WHISTLE BLOWER POLICY: The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.radixindustries.in RISK MANAGEMENT The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: There were no contracts or arrangements with related parties as specified in section 188 (1) of the Act during the financial year 2014-15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as Annexure - I and forms part of this report. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure - II" to this report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is herewith annexed as 'Annexure V' to this report. CORPORATE GOVERNANCE: The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Certificate on its compliance. LISTING: Your Company's shares are presently listed on The B S E Limited, Mumbai and Madras Stock Exchange Limited, Chennai and the listing fees for F.Y 2014-15 is paid. PERFORMANCE EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS. The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired are used economically. RADIX INDUSTRIES (INDIA) LIMITED 2014-15 f-\ HUMAN RESOURCES: Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as 'Annexure IV' to this report. DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY The Company Does not meet the Criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: "The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during each Calendar year: •No. of complaints received : Nil •No. of complaints disposed off : Nil ACKNOWLEDGEMENTS: Your directors acknowledge the continued support from regulatory, government authorities, staff and all the stake holders for their support and cooperation. BY THE ORDER OF THE BOARD For Radix Industries (India) Limited Sd/-G. Raghu Rama Raju Chairman & Managing Director (DIN: 00453895) Place: Tanuku Date : 31.07.2015 |