<dhhead> BOARD’S REPORT</dhhead>
Dear Members,
Your Directors have pleasure in presenting the 13th Annual Report of the company together with the audited financial statements for the year ended 31st March, 2023.
FINANCIAL SUMMARY
The Company’s financial performance for the year ended 31st March, 2023 is summarised below:
2022 - 23
2021 - 22
1,09,446.11
72,691.26
3,003.76
896.61
1,12,449.87
73,587.86
3,857.31
3,275.21
57,773.56
50,464.73
4,160.05
(9,450.81)
8,935.47
5,144.10
30,503.34
20,820.04
7,220.14
3334.60
-
3,137.48
990.71
962.29
786.38
113.29
(6.30)
3,007.08
1,563.81
COMPANY’S STATE OF AFFAIRS
The Company operates in only one segment i.e Manufacturing and Selling of Paints. a) Revenue from operations increased to Rs. 1,09,446.11 thousands as against Rs. 72,691.26 thousands in the previous year a growth of 50.56%.
b) Profit After Tax (PAT) of the Company stood at Rs. 3,007.08 thousands as against Rs. 1,563.81 thousands for the previous year registering a growth of 92.29% in PAT.
DIVIDEND
No dividend is being proposed for the financial year 2022 23.
CHANGE IN STATUS OF THE COMPANY
During the year, your company converted itself into a Public Limited Company w.e.f 26th December, 2022. Also, your company is listed with BSE SME platform w.e.f 03rd May, 2023.
RESERVES
The Company had not proposed to transfer any amount to any of its reserves for the Financial Year 2022 23.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of your Company.
SHARE CAPITAL a) During the financial year 2022 23, the authorised share capital of the Company had been increased from Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 20,00,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 16,00,00,000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each.
b) During the year, the Company allotted 32,70,000 Equity Shares of Rs. 10/- each at Rs, 30/- (Rupees Thirty Only) per share on a Preferential Basis for consideration for cash and for consideration other than cash.
c) During the year, the Company allotted 51,20,000 Equity Shares of Rs. 10/- each as Bonus to the shareholders at a ratio of 1:1.
d) The Paidup Share Capital of the Company as on 31st March, 2023, is Rs. 10,24,00,000/- (Rupees Ten Crores and Twenty Lakhs Only) divided into 1,02,40,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each.
e) Consequent to the Prospectus filed with the BSE and ROC, the Company, on 27th April, 2023, allotted 37,00,000 Equity Shares of Rs. 10/- each at Rs. 30/- (Rupees Thirty Only) per share.
SHARES OR SECURITIES ARE ISSUED FOR CONSIDERATION OTHER THAN CASH
During the year under review, based on the valuation report given by an IBBI Registered Valuer your company allotted 10,70,000 equity shares of Rs. 10/- each at Rs. 30/- each to Shri. Rakesh Dommati, Promoter and Managing Director of the Company for consideration other than cash.
ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES, EMPLOYEE STOCK OPTION, WARRANTS, DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES NIL CREDIT RATING
As your company has not availed any credit facility requiring credit rating. Hence, the company did not obtain credit rating.
TRANSFER OF SHARES / AMOUNT TO IEPF
During the year under review, the Company had not transferred any amount or Shares to the Investor Education and Protection Fund.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators / Courts or tribunals that would impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT NIL INTERNAL FINANCIAL CONTROL AND RISK MANAGEMENT
The company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The frame work is reviewed regularly by the Management and tested by internal audit team and presented to the Audit Committee. Based on periodical testing, the framework is strengthened from time to time, to ensure adequacy and effectiveness of Internal Financial Control. The established controls are constantly assessed and strengthened with new / revised standard operating procedures. The Company has adopted policies and procedures for ensuring adherence to the Company’s policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and reliability of accounting records and timely preparation of reliable financial disclosures. Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company has framed a Risk Management Policy. In the opinion of the Board, there is no serious element of risk which may threaten the existence of the Company.
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
During the financial year 2022 23, no penalties have been imposed on the company by any regulatory authorities.
PUBLIC DEPOSITS
The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 during the year ended 31st March 2023.
AUDITORS
I. STATUTORY AUDITORS
During the financial year 2022 23, M/s. CMT & Associates, Chartered Accountants, Hyderabad was appointed as the Statutory Auditors of the Company to fill the casual vacancy due to the resignation of M/s. KP Associates, Chartered Accountants, Hyderabad. The Board wishes to place on record the invaluable contribution and guidance given by M/s. KP Associates, Chartered Accountants, Hyderabad, who had been the Statutory Auditors of the Company from inception. The Board recommended M/s. CMT & Associates, Chartered Accountants, Hyderabad as the Statutory Auditors of the Company for a term of five years commencing from the conclusion of the 13th Annual General Meeting till the conclusion of the 18th Annual General Meeting.
II. INTERNAL AUDITORS
In accordance with the provisions of Section 139 of the Companies Act, 2013, M/S. M M R S & Co, Chartered Accountants (FRN: 013830S), Hyderabad has been appointed as the Internal Auditors of the Company w.e.f 29th May, 2023. However, during the financial year 2022 23, the provisions of Section 139 of the Companies Act, 2013, were not applicable to your company.
III. SECRETARIAL AUDITORS
In accordance with the provisions of Section 204 of the Companies Act, 2013, M/S. MVK & Associates, Practicing Company Secretaries, Hyderabad has been appointed as the Secretarial Auditors of the Company w.e.f 29th May, 2023. However, during the financial year 2022 23, the provisions of Section 204 of the Companies Act, 2013, were not applicable to your company.
IV. COST AUDITORS
Your Company is not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013, and hence, no cost auditors have been appointed.
STATUTORY AUDITOR’S REPORT
The Statutory Auditors' Report for the Financial Year 2022 - 23 does not contain any qualification, reservation or adverse remarks and the same is enclosed with the audited financial statements in this Annual Report.
ANNUAL RETURN
The Draft Annual Return of the Company is available on the company’s website: https://retinapaints.com/policy-documents/Draft%20Form%20MGT%20-%207.pdf
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the provisions of Section 134 (3) (m) of the Companies Act, 2013, are given in "ANNEXURE - A" to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the financial year 2022 23, provisions of Section 135 of the Companies Act, 2013 were not applicable to your company.
BOARD OF DIRECTORS
Designation
Managing Director
Whole Time Director
Non Executive Director
Independent Director
1. Shri. Rakesh Dommati (DIN: 03214046) was appointed as Managing Director for a period of five years w.e.f 01.12.2022 to 30.11.2027.
2. Smt. Koyyada Rajitha (DIN: 07108068) was appointed as Whole Time Director for a period of five years w.e.f. 01.12.2022 to 30.11.2027.
3. Smt. Chithra Ramu (DIN: 02326177) was appointed as Non Executive and Non Independent Director of the company w.e.f 25.11.2022.
4. Shri. C.N. Srinivasan (DIN: 09802425) was appointed as Independent Director of the company for a period of five years w.e.f 25.11.2022 to 24.11.2027.
5. Shri. Arunachalam Manikandan (DIN: 08955221) was appointed as Independent Director of the company for a period of five years w.e.f 25.11.2022 to 24.11.2027.
6. Shri. Srikanth Somepalli (DIN: 08358760) was appointed as Independent Director of the company for a period of five years w.e.f 25.11.2022 to 24.11.2027.
DIRECTORS RETIRING BY ROTATION
Smt. Chithra Ramu, Non-Executive and Non-Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
The profile Smt. Chithra Ramu is given in separate to the notice of the AGM.
KEY MANAGERIAL PERSONNEL
Company Secretary & Compliance
Officer Chief Financial Officer
CHANGE IN CHIEF FINANCIAL OFFICER/COMPANY SECRETARY
During the year Sri. Krishnamachari Ramu was appointed as Company Secretary and Compliance Officer of the Company with effect from 01st December, 2022. During the year Smt. Ramya Ramakrishnana was appointed as Chief Financial Officer of the Company with effect from 01st December, 2022.
STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR 2022 23
Date of Appointment
Expertise & Experience
25.11.2022
He is a Chartered Accountant by Profession and holds Certificate of Practice.
He is a Company Secretary by profession and holds Certificate of Practice.
MEETINGS OF BOARD OF DIRECTORS
During the year under review, the Board of Directors met 10 times and the maximum gap between two meetings were less than One Hundred and Twenty Days. The details of the meetings are as follows:
No. of Directors as on the date of the meeting
No. of Directors attended
2
6
No. of meetings to be attended
No. of meetings attended
10
4
COMMITTEES OF THE BOARD
The company constituted three committees as per the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, in order to fulfil the conditions specified for listing its shares with the Stock Exchange. The committees constituted by the Board are:
1. Audit Committee.
2. Nomination and Remuneration Committee.
3. Stakeholders Relationship Committee.
CONSTITUTION OF THE AUDIT COMMITTEE
Category
Chairman
Member
CONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE
CONSTITUTION OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE
COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES DURING THE YEAR NIL
ANNUAL PERFORMANCE EVALUATION
In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of the Board, Managing Director, other Directors, Committees, Key Managerial Personnel and Senior Executives have been evaluated considering various evaluation aspects.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed the Accounting Standards specified under the Companies (Accounts) Rules, 2014 (as amended) to the extent applicable, in the preparation of the financial statements.
POLICY ON VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of its Board and its Powers) Rules, 2014 the Company has an established Policy on Vigil Mechanism for Directors / Employees and other stakeholders of the Company to report concerns about unethical behaviors, actual or suspected fraud, or violation of the Company's Code of conduct or ethics policy. The policy also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about the grievances or violation of the Company's code of conduct. The policy is disclosed on the Company's website www.retinapaints.com.
POLICIES
The Board of Directors of the Company have from time to time framed and approved various Policies in pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015. These Policies and Codes are reviewed by the Board and are updated, if required. The following policies have been framed and are published in the Company's website https://www.retinapaints.com/investor-relations/policies/
1. Code for Independent Directors.
2. Code of Conduct for Board Members and Senior Management.
3. Policy for determination of Materiality of Events.
4. Policy for Preservation of Documents.
5. Policy on Sexual Harassment of Women at Workplace.
6. Related Party Transaction Policy.
7. UPSI Policy.
8. Vigil Mechanism / Whistle Blower Policy.
9. Terms and Conditions of Appointment of Independent Directors.
10. Nomination and Remuneration Policy.
11. Criteria for making payments to Non-Executive Directors. 12. Policy on Archival of Documents.
DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under Review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING
The Company has adopted the Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company. The Code prohibits trading in securities of the Company by the Directors and the designated persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All Directors, Key Management Personnel and Senior Management Personnel of the Company have confirmed compliance with the code of conduct applicable to them and a declaration to this effect made by the Managing Director is attached to this report. Code of conduct of Board of Directors and
Senior Management Personnel are available in Company’s website www.retinapaints.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with Rule 11(1) of Companies (Meetings of Board and its Powers) Rules 2014.
RELATED PARTY TRANSACTIONS
The Audit Committee and the Board of Directors have approved the related party transaction policy and the same is hosted in the Company’s website www.retinapaints.com. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the related parties.
The transactions entered into with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014 were in the ordinary course of business and at arm’s length basis. There were no materially significant transactions with related parties during the Financial Year 2022 - 23 which were in conflict with the interest of the Company. Suitable disclosures as required in Accounting Standard (AS) 18 have been made in the notes to the financial statements. Details of contracts / arrangements with related parties as required under Section 188 (1) and 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 have been disclosed in Form AOC-2 and is attached as
" ANNEXURE - B" (Form AOC-2), which forms an integral part of this Report.
REPORT ON CORPORATE GOVERNANCE, DECLARATION BY CEO AND COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE EITHER FROM A PRACTICING CHARTERED ACCOUNTANT OR PRACTICING COMPANY SECRETARY
Your company is listed with BSE Small and Medium Enterprise Platform and is exempted from the disclosures specified in Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence the above disclosures are not applicable to your Company.
DECLARATION OF COMPLIANCE WITH CODE OF CONDUCT UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
All the Directors and Senior Management personnel of the Company have affirmed compliance with the Code of Conduct, as applicable to them, for the financial year ended 31st March, 2023.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis for the year, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report as
" ANNEXURE - C".
PARTICULARS OF EMPLOYEES
In terms of provisions of 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, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.
Disclosures relating 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 forms part of this Report. Pursuant to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address an email to secretarial@retinapaints.com.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm: a) that in the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
b) that 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 the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year ended on that date;
c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the Directors had prepared the annual accounts for the financial year ended 31st March, 2023 on a going concern basis;
e) that the Directors had laid down policies and procedures adopted by the Company for internal financial controls for ensuring orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and that such internal financial controls are adequate and were operating effectively; and
f) that as required under Section 134(5)(f) of the Companies Act, 2013, 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its officers and employees had been noticed or reported during the year.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section149 (7) of the Companies Act, 2013, the Independent Directors of the Company have given a declaration to the Company that they qualify the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. All the Independent Directors have complied with the code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
NOMINATION AND REMUNERATION POLICY
The Board at its meeting held on 29th December, 2022, duly approved the
Company’s policy on Director’s appointment and including the criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013, and the same is hosted in the Company’s website https://www.retinapaints.com/policy-documents/NRC%20Policy.pdf.
DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR
Your Company confirms that there has been no application or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 ("the Code") during the year under review. Your Company further confirms there are no past applications or proceedings under the Code.
SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards in pursuant to the directions of Ministry of Corporate Affairs, issued by the Institute of Company Secretaries of India during the year.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT AS PER PARA F OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.
Remarks
NIL
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF NIL ACKNOWLEDGEMENTS AND APPRECIATION
The Board of Directors of the Company wishes to place on record their deep sense of gratitude to all the Shareholders of the Company for their consistent support and continued faith reposed in the Company. The Board also expresses its deep sense of appreciation to the various Central and State Government Departments, Bankers, Organizations and Agencies, external Professionals associated with the Company for their help and co-operation extended by them and last but not the least, to Employees at all levels for their hard work and commitment.