To,
The Members,
R T Exports Limited
Your directors are pleased to present the 43 rd Annual Report of R T Exports Limited ("the Company") together with the Audited Financial Statements of the Company for the financial year ended 31 st MARCH, 2023.
1. Financial Highlights:
The financial highlights for the financial year ended 31 st MARCH, 2023 is summarized below:
(Rs. in Lakh)
The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind-AS).
2. Review of Operations:
During the financial year under review, the Company could have total revenue of Rs.319.11 Lakh as against Rs.528.63 Lakh in the previous financial year. The net Profit after tax was Rs.9.02 Lakh as against loss of Rs.5.51 Lakh in the previous financial year.
Your Company is undertaking active efforts towards accelerating the growth speed and is optimistic about better performance in the future.
3. Transfer to Reserve:
During the financial year under review, the Company has not transferred any amount to General Reserve.
4. Dividend:
In order to conserve the resources for future requirements, your directors do not recommend any dividend for the financial year 2022-23.
5. Change in the nature of business of the Company:
The Company is primarily engaged in the activities of trading of commodities which primarily includes trading of rice. The Company is exploring new business opportunities in the field real estate and construction business and has invested significant amount in real estate business.
6. Change of name of the Company:
The Board of Directors of the Company in its meeting held on 5 th May, 2023 decided to change the name of the Company from 'R T Exports Limited to 'Neelkanth Limited'. The name "Neelkanth Limited" has been duly approved and made available for changing the name by the Central Registration Center, Ministry of Corporate affairs vide its name approval letter dated 20 th June, 2023.
Your Board seeks members' approval for change in name of the Company in the ensuing Annual General Meeting. The change of name will be made effective once the approval of the Central Government (since powers delegated to Registrar of Companies) is obtained post members' approval.
7. Subsidiaries, Associates and Joint Venture companies:
The Company does not have any subsidiary, joint venture or associate company.
8. Changes in Share Capital:
During the financial year under review, there was no change in the authorized, issued, subscribed and paid p share capital of the Company.
As on 31 st MARCH, 2023, the paid up share capital of the Company was Rs.4,35,90,000/- i.e. Rs.43,59,000 Equity shares of Rs. 10/- each.
The Company has neither issued any shares with differential rights as to dividend, voting or otherwise, nor issued any sweat equity shares or employee stock options during the financial year under review. Further, your Company's equity shares are listed on BSE Ltd.
9. Material Changes and Commitments, if any, affecting the financial position of the Company:
There were no material changes and commitments which could affect the Company's financial position between the end of the financial year of the Company and date of this report.
10. Public Deposits:
During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Companies Act, 2013 ("Act) read with the Companies (Acceptance of Deposits) Rules, 2014.
11. Annual Return:
As required under Section 92(3) read with Section 134(3)(a) of the Act, the copy of Annual Return as on 31 st MARCH, 2023 will be placed on the website of the Company and can be accessed at www.rtexports.com.
12. Directors and Key Managerial Personnel:
As on 31 st MARCH, 2023, your Board comprised of 4 members including one women director. The composition of the Board is incompliance with the requirements of the Act.
i. Director retiring by rotation:
In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Asha Y. Dawda (DIN: 06897196), Director of the Company retires by rotation at the ensuing 43rdAnnual General Meeting ("AGM") and being eligible, has offered herself for re-appointment and your Board recommends her re-appointment.
ii. Appointment and Re-appointment
To fill vacancy occurred upon resignation of Ms. Prajakta Patil, previous Company Secretary and Compliance Officer of the Company and pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Board of Directors of the Company appointed Ms. Vrushali R. Darji, an Associate Member of the Institute of Company Secretaries of India, having
Membership No. ACS: 54675 as Company Secretary and Compliance Officer of the Company w.e.f. 5 April, 2022.
The current tenure of Mr. Bhavik R. Bhimjyani as Managing Director of the Company is upto 13 February, 2024. Considering his knowledge, expertise, experience and contribution made by him in the progress of the Company and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on 7 July, 2023 re-appointed Mr. Bhavik R. Bhimjyani as Managing Director of the Company for a further the period of 5 (five) years w.e.f. 14 February, 2024 to 13 February, 2029, subject to approval of the members in their general meeting. Accordingly, your Board seeks members' approval for reappointment of Mr. Bhavik R. Bhimjyani as Managing Director of the Company.
Mr. Manohar Kumar was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years i.e. to hold office upto 14 February, 2024. Considering his knowledge, expertise and experience and performance evaluation of his first term of 5 (five) years, the Nomination and Remuneration Committee has recommended for re-appointment of Mr. Manohar Kumar for a second term of 5 (five) consecutive years w.e.f. 15 February, 2024. Accordingly, your Board recommends for re-appointment of Mr. Manohar Kumar as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from 15 February, 2024, whose office shall not be liable to retire by rotation.
As stipulated under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the directors proposed to be re-appointed is annexed to the Notice convening the 43 AGM of the Company.
iii. Cessation:
Ms. Vrushali R. Darji (Membership No. ACS: 54675) Company Secretary and Compliance Officer of the Company resigned from the services of the Company with effect from the closing working hours of 25 May, 2023. The Board places on record its sincere appreciation for her hard work during her stint in the Company.
iv. Key Managerial Personnel ("KMP"):
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 st MARCH, 2023 were:
Apart from the above, no other Director or KMP were appointed or retired or resigned during financial year under review.
v. Declaration from Independent Directors
The Company has received necessary declaration from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.
None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, both the Independent Directors are persons of integrity and possesses relevant expertise and experience and are independent of the management.
vi. Annual Performance and Board Evaluation:
The Board has devised a policy pursuant to the applicable provisions of the Act and the Listing Regulations for performance evaluation of the Board and individual directors (including Independent Directors) and Committees which includes criteria for performance evaluation of non-executive directors and executive directors.
The Board has devised questionnaire to evaluate the performance of the Board, Board Committees and individual Directors. The Chairman of respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.
The evaluation framework for assessing the performance of directors comprises of the following key areas:
In a separate meeting of Independent Directors, taking into account the views of executive directors and non-executive Director, performance of non-independent directors and the Board as a whole was evaluated.
13. Meetings of the Board:
The Board meets at regular intervals to discuss and decide on Company's business policies and strategy apart from other business of the Board. The notice of Board meetings is given well in advance to all the directors of the Company. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meetings. In case of any business exigencies, meetings are called and convened at shorter notice, or the resolutions are passed through circulation and later placed in the next Board / Committee meetings. The agenda for the Board / Committee meetings include detailed notes on the items to be discussed at the meetings to enable the directors / members to take informed decision.
During the financial year under review, the Board of Directors duly met 5 (five)times. The intervening gap between two consecutive Board meetings did not exceed stipulated time.
14. Committees of the Board of Directors:
In accordance with the provisions of the Act, the Company has constituted three Committees of the Board, namely Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee.
i) Audit Committee:
The Audit Committee is duly constituted as per the provisions of Section 177 of the Act. The members of the Committee possess sound knowledge on accounts, audit, finance, taxation, internal controls etc.
As on 31 st MARCH, 2023, the Audit Committee comprised of 3 members viz. Mr. Manohar Kumar, Mr. Bhavik R. Bhimjyani and Mr. Yogesh Thakkar. The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.
The Board has accepted all recommendations made by the Audit Committee during the financial year under review.
ii) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is duly constituted as per the provisions of Section 178 of the Act.
As on 31 st MARCH, 2023, the Nomination and Remuneration Committee comprised of 3 members viz. Mr. Manohar Kumar, Mr. Bhavik R. Bhimjyani and Mr. Yogesh Thakkar. The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.
iii) Stakeholders' Relationship Committee:
The Stakeholders' Relationship Committee is duly constituted in accordance with the provisions of Section 178 of the Act. Stakeholders' relations have been cordial during the financial year under review. The Committee deals with the issues relating to investors. There were no investor grievances pending as on 31 st MARCH, 2023. A confirmation to this effect has been received from the Company's Registrar and Share Transfer Agent. The Stakeholders' Relationship Committee comprised of 3 members viz., Mr. Manohar Kumar, Mr. Bhavik R. Bhimjyani and Mr. Yogesh Thakkar. The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Committee.
15. Separate meeting of Independent Directors:
As stipulated under the Code of Independent Directors under Schedule IV of the Act, a separate meeting of the Independent Directors of the Company was held on 31 st MARCH, 2023 without the presence of Non- Independent Directors and members of the management to consider the following:
(i) performance of Non-Independent Directors and the Board as a whole; and
(ii) assessing the quality, quantity, and timeliness of flow of information between the Company management and the Board that is necessary for the Board to perform its duties effectively and reasonably.
Independent Directors expressed satisfaction on the performance of Non-Independent Directors and the Board as a whole. The Independent Directors were also satisfied with the quality, quantity, and timeliness of flow of information between the Company management and the Board.
16. Directors' Responsibility Statement:
Your directors to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statement in terms of Section 134(3)(c) read with Section 134(5) of the Act that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii) they 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 31 st MARCH, 2023 and of the profit of the Company for that period;
iii) they 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 frauds and other irregularities;
iv) they have prepared the annual accounts on a 'going concern' basis;
v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
17. Particulars of employees:
The information 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 given in Annexure -1 forming part of this report.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Managing Director of the Company and the same will be furnished on request.
18. Statutory Auditors:
As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 42 Annual General Meeting held on 10 September, 2022, re- appointed M/s. Pathak H.D & Associates LLP, Chartered Accountants, (Firm Registration No.107783W), as Statutory Auditors of the Company for a second term of 5 (five) consecutive years to hold office till the conclusion of the 47 Annual General Meeting to be held for the financial year ending 31 st MARCH, 2027.
M/s. Pathak H.D & Associates LLP, Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.
The Auditors Report for the financial year ended 31 st MARCH, 2023 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Act.
19. Secretarial Auditors:
Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Feni Shah & Associates, Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the financial year 2022-23.
There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their report for the financial year 2022-23 and the same is annexed to this report as Annexure - II and forms part of this report.
20. Internal Auditor:
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, re-appointed Mr. Jayesh S. Vora, Chartered Accountants, Mumbai as Internal Auditor of the Company for the financial years 2022-23 and 2023-24.The management undertakes corrective actions in their respective areas and thereby strengthens the controls.
21. Corporate Governance Report:
As per the provisions of Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not apply to a listed entity having paid up equity share capital not exceeding Rupees Ten Crore and Net worth not exceeding Rupees Twenty Five Crore, as on the last day of the previous financial year.
As on the last day of the previous financial year, the paid up equity share capital and Net worth of the Company were below the threshold limits as stated above, therefore, the Corporate Governance provisions are not applicable to the Company presently. Accordingly, the Report on Corporate Governance and certificate regarding compliance of conditions of Corporate Governance are not provided in the Annual Report. However, the Company continues adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit.
22. Management Discussion and Analysis Report:
Pursuant to the provisions of Regulation 34 read with Schedule V of the Listing Regulations, the Management Discussion and Analysis report is attached separately which forms part of this report.
23. Whistle Blower Policy (Vigil Mechanism):
In compliance with the provisions of Section 177 of the Act, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage directors and employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company's operations, business performance or reputation. The Policy and the Code has been posted on the website of the Company viz.www.rtexports.com.
24. Particulars of loans, guarantees or investments under Section 186 of the Act:
The details of loans advanced, guarantees given and investments made which are covered under Section 186 of the Act, have been disclosed in the financial statements of the Company.
25. Unclaimed dividends:
There was no unpaid or unclaimed dividends, which was required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.
26. Risk Management Policy:
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.
27. Nomination and Remuneration Policy:
Pursuant to the provisions of Section 178 of the Act, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy ("the Policy"). The Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a framework in relation to remuneration of the aforesaid persons. The Nomination and Remuneration Policy has been posted on the website of the Company www.rtexports.com.
28. Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013:
At R. T. Exports Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.
The Company has constituted an Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or end of the financial year under review.
29. Particulars of contracts or arrangements with related parties:
During the financial year under review, the Company had no transaction with its related party falling under the provisions of Section 188 of the Act. Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.
30. 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, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.
The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in internal financial control.
31. Particulars on conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo:
The particulars as required under sub-section (3) (m) of Section 134 of Act read with the Companies (Accounts) Rules, 2014 is as follows:
A. Conservation of energy:
Considering the nature of business activities of the Company, your Board have nothing to report regarding conservation of energy.
B. Technology absorption:
a) Efforts made towards technology absorption:
The Company has limited scope in technology adoption and therefore has not acquired new technology during the financial year under review.
b) Benefit to be derived as a result of the above:
Not applicable.
c) Research & Development:
Your Company is into trading of Agri commodities and there is very limited scope for Research and Development (R&D). The Company has not incurred any expenses on R&D during the financial year under review.
C. Foreign exchange earnings and outgo:
32. Details in respect of frauds reported by Auditors other than those which are reportable to the Central
Government:
The Statutory Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act read with rules made thereunder.
33. Secretarial Standards:
During the financial year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.
34. Significant and material orders:
During the financial year under review, no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future.
35. Corporate Social Responsibility (CSR):
During the financial year under review, the provisions of Section 135 of the Act regarding Corporate Social Responsibility were not applicable to the Company.
36. Disclosures with respect to demat suspense account / unclaimed suspense account:
The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account / Suspense Escrow account arising out of public / bonus / rights issue / expiration of period of 120 days from date of issuance of 'Letter of Confirmation' by the RTA in terms of SEBI Circular No. SEBI/LAD- NRO/GN/2022/66 dated 24 January, 2022 read with SEBI Circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated 25 January, 2022 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal / exchange of securities certificate; endorsement; subdivision / splitting of securities certificate; consolidation of securities certificates / folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relating to aggregate number of shareholders and outstanding securities in suspense account and other related matters are not required.
37. Details of proceedings under the Insolvency and Bankruptcy Code, 2016:
During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016, nor any such proceeding was pending at the end of the financial year under review.
38. Valuation of Assets:
During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.
39. Acknowledgment:
Yours Directors place on record their appreciation for the support and co-operation extended to the Company by Banks, Government authorities, Customers during the financial year under review. The Directors would also like to thank the employees for their continued support and contribution in ensuring all round performance.