Dear Shareowners,
The Directors present the 21st Annual Report and the audited financial statements for the financial year ended March 31, 2018.
Financial Results
The financial performance of the Company, on standalone basis, for the financial year ended March 31, 2018 is summarised below:
(Rs. in lakh)
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Particulars
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Financial year ended March 31, 2018
|
Financial year ended March 31, 2017
|
|
Total Income
|
41,384.25
|
56,414.44
|
|
Profit / (Loss) before taxation
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(1,16,853.21)
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(70,622.72)
|
|
Tax expenses (Net) (including deferred tax and tax for earlier years)
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21,245.47
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18,280.15
|
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Profit / (Loss) after taxation
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(95,607.74)
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(52,342.57)
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Other Comprehensive Income
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28.24
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(70.32)
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|
Total Comprehensive Income for the year
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(95,579.50)
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(52,412.89)
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Add: Balance of profit/(loss) brought forward
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43,427.32
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95,840.21
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Securities Premium on issue of shares
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683.50
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0
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Balance carried to Balance Sheet
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(51,468.68)
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43427.32
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Financial Performance
During the financial year under review, your Company earned an income of Rs.41,384.25 lakh against Rs.56,414.44 lakh in the previous year. The Company incurred a loss after tax of Rs.95,607.74 lakh for the year as compared to Rs.52,342.57 lakh in the previous year.
The performance and financial position of the subsidiary companies and associate company are included in the consolidated financial statement of the Company and presented in the management Discussion and Analysis forming part of this Annual Report.
Capital Structure
During the year under review, the Company has allotted by way of preferential issue, 13,84,994 Equity Shares having face value of Rs.10 each (‘Equity Shares’), at a price of Rs.59.35 (including a premium of Rs.49.35) per Equity Share aggregating Rs.8,21,99,393.90 (Rupees Eight Crore Twenty One Lakh Ninety Nine Thousand Three Hundred Ninety Three and paise Ninety only) and 4,22,45,764 - 0.10% Compulsorily Redeemable Preference Shares of Rs.10 each (‘CRPS’) at par, aggregating Rs.42,24,57,640 (Rupees Forty Two Crore Twenty Four Lakh Fifty Seven Thousand Six Hundred and Forty only) to Housing Development Finance Corporation Limited (‘HDFC’) against conversion of equivalent amount of outstanding debt.
Dividend
During the year under review, the Board of Directors has not recommended dividend on the equity shares of the Company.
The Company’s Dividend Distribution Policy forms part of this Annual Report.
Business Operations
The Company is primarily engaged into defence and commercial shipbuilding, ship repair and offshore engineering activities and operates the largest dry dock in India. Our Company’s shipyard at Pipavav, Gujarat, has integrated state of-the-art production facilities.
During the year under review, for the first time in India, two Naval Offshore Patrol Vessels (‘NOPVs’) have been launched simultaneously. The Company has delivered a 75,000 DWT Panamax vessel and successfully completed refit of two naval ships. The Company is focusing on the unexecuted order book. In respect of a partly fulfilled order for delivery of Offshore Support Vessels, the customer had failed to take the delivery of one completed vessel and has subsequently in May 2018, has invoked performance and other bank guarantees aggregating Rs.498 crores approximately. The Company has challenged the said action including the invocation of guarantees in a writ petition, which is pending before Hon’ble Bombay High Court.
During the year, our Company has submitted revised commercial bid for four Landing Platform Docks (‘LPDs’), which would be approximately of Rs.20,000 crore.
Debt Refinancing
As on March 31, 2018 the Company had outstanding fund based borrowings of Rs.8,185 crore. Due to long gestation period of large scale infrastructure created by our Company, non-availability of working capital on time coupled with dearth in new orders the operations of our Company were severely impacted during the year. The Company’s business is significantly dependent on defence contracts and, in absence of finalisation of any such contracts; the earnings of the Company were insufficient to service the debt. As a matter of fact, it further increased its financial stress.
Immediately after taking management control of the Company, Reliance Group proposed to the Lenders various proposal for refinancing its debts pursuant to applicable RBI Guidelines with the objective to re-structure/refinance the debt and make the operations of the Company viable. These refinancing schemes could not be implemented in absence of approval of 1 00% of the lenders. Thereafter RBI issued a revised framework for Resolution of Stressed Assets vide its circular no. DBR.NO.BP. BC.1 01/21.04.048/201 7-1 8 dated February 12, 2018, which made all the existing applicable guidelines for debt restructuring/refinancing redundant.
This mandated Company and lenders to revise the Resolution Plan of the outstanding debts of the Company. The Company has submitted the Resolution Plan in compliance with the said RBI circular, which is under Lenders’ Consideration.
During the year, IFCI Limited (IFCI) has issued a recall notice and subsequently applied for insolvency petition under the Insolvency and Bankruptcy Code, 2016, due to continued default in repayment of principal and interest against the loan availed by Reliance Marine Offshore Limited (RMOL) (a wholly owned subsidiary of the Company), as the principal borrower and also against the Company, as Corporate Guarantor. In response to recall notice, RMOL and the Company has requested the IFCI to liquidate the securities available which, as per IFCI, is sufficient to meet the obligations of RMOL.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.
Non-Convertible Debentures
During the year under review, your company has issued 2,42,31,000 Secured, Redeemable, Unlisted, Non-Convertible Debentures (NCD’s) at an issue price of Rs.100 per NCD, aggregating to Rs.242.31 crores which are outstanding as on date. These NCDs are unlisted and issued as per Right to Recompense granted to CDR lenders for compensating for various concessions / rebates guaranteed by the Company in terms of Master Restructuring Agreement dated March 20, 2015.
Deposit
During the year the Company has neither accepted nor renewed any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (‘the Act’) and the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2018.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 186 of the Companies Act, 2013 (‘the Act’), details of the Investments made by the Company are provided in the standalone financial statement under Note no. 3.
Subsidiary Companies, Associate and Joint Venture
As on March 31, 2018, the Company is having 6 subsidiaries under its fold and 1 Associate Company.
The financial performance of each of the subsidiaries and associate companies as per the Act is provided in the consolidated financial statement.
During the year, the Company has decided to terminate the joint venture with Mazagon Dock Limited (‘MDL’) and consequently closure of Mazagon Dock Pipavav Defence Private Limited, a Joint Venture company between the Company and MDL.
The Company’s Policy for determining material subsidiaries, as approved by the Board, may be accessed on the Company’s website at the link: http://www.rnaval.co.in/web/rnaval/ corporate-governance.
Financial Statement- Application of Indian Accounting Standards (Ind AS) Rules, 2015
The Ministry of Corporate Affairs (MCA) vide its Notification No. G.S.R. 111(E) dated February 16, 2015, has made the application of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS Rules).
The audited financial statement of the Company are drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2018, are in accordance with the requirements of the Ind AS Rules.
Consolidated Financial Statement
The Audited Consolidated Financial Statement for the financial year ended March 31, 2018, based on the financial statement received from subsidiaries, associate and joint venture Companies, as approved by their respective Board of Directors, have been prepared in accordance with Indian Accounting Standard (Ind AS) 110 on ‘Consolidated Financial Statements’ and Ind AS 28 on ‘Accounting for Investments in Associates and Joint Ventures’ notified under the Act, read with the Accounting Standards Rules as applicable.
Directors
During the year under review, Vice Admiral (Retd.) H S Malhi, superannuated from the Company and as such relinquished the office of Whole-time Director and CEO with effect from April 11, 2017. The Board of Directors of the Company at its meeting held on April 11, 2017, appointed Cmde (Retd.) Kartik Subramaniam as an Additional Director and has elevated him to the position of Whole-time Director and CEO of the Company, for a period of three years with effect from April 11, 2017.
IDBI Bank has substituted Shri Rajeev Kumar as their nominee Director in place of Shri Ajoy Nath Jha w.e.f. September 8, 2017.
Pursuant to the provisions of Section 161 of the Companies Act, 2013, during the year under review, on September 29, 201 7, both Shri Rana Ranjit Rai and Shri K. Ravikumar were appointed as Additional Directors in their capacity of Independent Directors.
Shri Ajai Vikram Singh and Shri Rajendra Chitale have resigned as Directors of the Company, both w.e.f September 29, 201 7. Further, Air Chief Marshal (Retd.) Fali Homi Major has resigned as Director of the Company w.e.f. January 30, 2018.
During the year under review, Shri R. N. Bhardwaj has been appointed as Additional Director in the capacity of Independent Directors of the Company w.e.f. January 30, 2018.
Pursuant to provisions of section 167(1)(b) of the Act, Shri Nikhil Gandhi ceased to be Director on the Board of the Company with effect from February 11, 2018. Shri Rajesh K Dhingra was nominated as an Additional Non-Executive Director with effect from February 20, 2018, on the Board by the promoters of the Company.
Further, Life Insurance Cooperation (‘LIC’) of India has substituted Shri Raj Kumar as their nominee Director in place of Ms Padmaja Bhaskaran w.e.f. March 15, 2018. Shri Bhavesh Gandhi has resigned as Directors of the Company, w.e.f. March 24, 2018.
During the financial year, Cmde (Retd.) Kartik Subramaniam, superannuated from the Company and as such relinquished the office of Whole-time Director and CEO with effect from March 31, 2018. The Board of Directors of the Company at its meeting held on March 15, 2018, appointed Shri Debashis Bir as an Additional Director and has elevated him to the position of Whole-time Director of the Company, for a period of two years with effect from April 1, 2018. The appointment and the remuneration payable to Shri Debashis Bir during the tenure of appointment are subject to the approval of the members at the ensuing AGM and consequent approval of Central Government. Lt. Gen. Syed Ata Hasnain (Retd.), Shri Rajesh Dhingra and Shri Rahul Sarin have resigned as Directors of the Company w.e.f. August 10, 2018.
Shri Anil D. Ambani has resigned as Director of the Company w.e.f. August 25, 2018.
Shri Rana Ranjit Rai, Shri K Ravikumar and Shri Raj Narain Bhardwaj have been appointed as additional Directors pursuant to the provisions of Section 161 of the Act and shall hold office till the conclusion of ensuing Annual General Meeting of the Company. Subject to approval of the members at the ensuing AGM, Shri Rana Ranjit Rai, Shri K Ravikumar and Shri R. N. Bhardwaj have been appointed as Independent Directors, for a period of five consecutive years effective from the respective date of appointment, not being liable to retire by rotation.
The Company has received notices in writing from a member under Section 160 of the Act, proposing the candidatures of Shri Rana Ranjit Rai, Shri K. Ravikumar, Shri Debashis Bir and Shri R. N. Bhardwaj, for the office of Director of the Company. The Nomination and Remuneration Committee of the Board, has recommended appointment of all the above mentioned Directors. The Board also recommends their appointment.
The Board places on record its appreciation for valuable contribution made by Vice Admiral (Retd.) H S Malhi, Cmde. (Retd.) Kartik Subramaniam, Shri Ajoy Nath Jha, Ms. Padmaja Bhaskaran, Shri Ajai Vikram Singh, Shri Rajendra Chitale, Air Chief Marshal (Retd.) Fali Homi Major, Shri Nikhil Gandhi, Shri Bhavesh Gandhi, Lt. Gen. Syed Ata Hasnain (Retd.), Shri Rajesh Dhingra, Shri Rahul Sarin and Shri Anil D. Ambani during their tenure as Directors of the Company.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.
The details of programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are uploaded on the website of the Company at the link http://www.rnaval.co.in/ web/rnaval/corporate-governance.
In terms of the provisions of the Companies Act, 2013, Shri Sateesh Seth, Non-Executive Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM. A brief resume of Shri Sateesh Seth, along with requisite details, as stipulated under Regulation 36(3) of the Listing Regulations, is given in the section on Corporate Governance Report forming part of this Annual Report.
Key Managerial Personnel
During the financial year, Shri Nikhil Jain has been appointed as the Chief Financial Officer (‘CFO’) of the Company and termed as Key Managerial Personnel (‘KMP’) by the Board w.e.f. August 2, 2017 in place of Shri Madan Pendse, who resigned as CFO with effect from August 01, 2017.
Cmde. (Retd.) Kartik Subramaniam was appointed as Wholetime Director and Chief Executive Officer (‘CEO’) and termed as KMP with effect from April 11, 2017, in place of Vice Admiral (Retd.) H S Malhi, who ceased to be Whole-time Director and CEO, due to superannuation from the service of the Company with effect from April 11, 2018.
Shri Debashis Bir has been appointed as Whole-time Director and CEO and termed as KMP with effect from April 1, 2018, in place of Cmde. (Retd.) Kartik Subramaniam, who ceased to be Whole-time Director and CEO, due to superannuation from the service of the Company with effect from March 31, 2018.
Shri Paresh Rathod has been appointed as Company Secretary and termed as KMP with effect from April 1, 2018 in place of Shri Ajit Dabholkar, who has resigned as Corporate Counsel and Company Secretary of the Company from the closure of business hours on March 31, 2018.
The Board places on record its appreciation for valuable contribution made by Shri Madan Pendse, Vice Admiral (Retd.) H S Malhi, Cmde. (Retd.) Kartik Subramaniam and Shri Ajit Dabholkar during their tenure as KMP’s of the Company.
Evaluation of Directors, Board and Committees
The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.
Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the financial year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.
The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as directors, etc.
Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees
The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been put up on the Company’s website http://www.rnaval.co.in/web/rnaval/corporate-governance and also is attached as Annexure - A.
Directors’ Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Act with respect to Directors’ Responsibility Statement, it is hereby confirmed that:
i. In the preparation of the annual financial statements for the financial year ended March 31, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;
ii. 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 as at March 31, 2018 and of the loss of the Company for the year ended on that date;
iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual financial statements for the financial year ended March 31, 2018, on a ‘going concern’ basis;
v. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively; and
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions entered into/by the Company during the financial year under review with related parties were on an arm’s length basis and in the ordinary course of business.
There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.
During the year, the Company had not entered in to any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions.
All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at the link: http://www.rnaval.co.in/web/rnaval/corporate-governance. Your Directors draw attention of the members to Note No. 39 to the Standalone Financial Statements which sets out Related Party Disclosures pursuant to Ind AS.
Material Changes and Commitments, if any, affecting the financial position of the Company
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of their report.
Meetings of the Board
A calendar of Meetings is prepared and circulated in advance to the Directors. During the financial year, six Board Meetings were held, details of which are given in the Corporate Governance Report, forming part of this Annual Report.
Audit Committee
Audit Committee has been re-constituted by the Board of Directors at their Meeting held on April 10, 2017 and vide Circular Resolution dated September 29, 2017. As on March 31, 2018, the committee consists of Independent Directors namely Shri K. Ravikumar as Chairman, Shri Rana Ranjit Rai and Ms Ryna Karani and Non-Independent Director, Cmde. Kartik Sumbramaniam (Retd.), as members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.
During the year, Vice Admiral (Retd.) H S Malhi ceased to be members of the committee with effect from April 11, 2017 being the date of his resignation. Subsequently, Cmde (Retd.) Kartik Subramaniam was appointed as a member of the Committee with effect from April 11, 2017.
Shri Ajai Vikram Singh and Shri Rajendra Chitale, both ceased to be members of the committee with effect from September 29, 2017, being the date of their resignation. Subsequently, Shri K. Ravikumar and Shri Rana Ranjit Rai, Independent Directors were inducted as members of the Committee with effect from September 29, 2017.
Cmde (Retd.) Kartik Subramaniam has ceased to be member of the committee with effect from the closure of business hours on March 31, 2018 due to his superannuation from the Company. The Board has appointed Shri Debashis Bir as a member of the Committee with effect from April 1, 2018.
Auditors and Auditor’s Report
M/s. Pathak H.D. & Associates, Chartered Accountants were appointed as Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting of the Company held on September 30, 2015. The Company has received confirmation from M/s. Pathak H.D. & Associates, Chartered Accountants that they are not disqualified from continuing as Auditors of the Company.
The observations and comments given by the Auditors in their report read together with notes on financial statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act.
Secretarial Standards
During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Companies Secretaries of India.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Ashita Kaul & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made by the Secretarial Auditor in the Secretarial Audit Report. The Audit Report of the Secretarial Auditors for the financial year ended March 31, 2018 is attached as Annexure - B.
Extract of Annual Return
Extract of the Annual Return of the Company in form MGT-9 is attached as Annexure - C and may be accessed on the Company’s website at the link: http://www.rnaval.co.in/web/ rnaval/corporate-governance
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure, which forms part of this Report.
Disclosures relating to the 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, as amended, are also forms part of this Report.
However, having regard to the provisions of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of the Meeting. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
The particulars as required to be disclosed in terms of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Annexure- D forming part of this Report.
Corporate Governance
The Company has adopted ‘Reliance Group- Corporate Governance Policies and Code of Conduct’ which sets out the systems, processes and policies confirming to the international standards. The report on Corporate Governance as stipulated under Regulation 34(3) read with para C of Schedule V of the Listing Regulations is presented in a separate section forming part of this Annual Report.
A certificate from the auditors of the Company, M/s. Pathak H. D. & Associates, Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.
a) The disclosures required under Schedule V of the Act as applicable to Shri Debashis Bir as a Whole-time Director and Chief Executive Officer are given below:
(i) Remuneration comprises of salary, allowances and other perquisites - Rs.71.50 Lakhs per annum and Performance Linked Incentives of Rs.3.90 Lakhs.
(ii) Details of fixed component and performance linked incentives along with the performance criteria -Annual increment / performance linked incentive, as may be decided by the Board of Directors pursuant to recommendation of the Nomination and Remuneration Committee based on his performance and the performance of the Company and as per the Company Policy.
(iii) Service, contracts, notice period, severance fees -Notice Period- three months, Severance fees- Nil.
(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable -Not Applicable.
b) The disclosures required under Schedule V of the Act as applicable to Cmde (Retd.) Kartik Subramaniam as a Whole-time Director and CEO are given below:
(i) Remuneration comprises of salary, allowances and other perquisites - Rs.77.84 Lakhs per annum.
(ii) Details of fixed component and performance linked incentives along with the performance criteria -Annual increment / performance linked incentive, as may be decided by the Board of Directors pursuant to recommendation of the Nomination and Remuneration Committee based on his performance and the performance of the Company and as per the Company Policy.
(iii) Service, contracts, notice period, severance fees -Notice Period- three months, Severance fees- Nil.
(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable -Not Applicable.
Whistle Blower Policy (Vigil Mechanism)
In accordance with Section 177 of the Act and Listing Regulations, the Company has formulated a Vigil Mechanism, which also incorporated Whistle Blower Policy of the Company to address the genuine concerns, if any, of the directors and employees. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company’s website at the link: http://www. rnaval.co.in/web/rnaval/corporate-governance
Risk Management
The Company continues to have a Risk Management Committee consisting of majority of independent directors, however, the mandatory provisions of listing regulations are not applicable to the Company. The details of the Committee and its terms of reference, etc. are set out in the Corporate Governance Report forming part of this Report.
The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhances Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risk trend, exposure and potential impact analysis at a Company level as also separately for business segment. The risks are assessed for each project and mitigation measures are initiated both at the project as well as the corporate level. More details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report.
Compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year under review, no such complaints were received. The Company has also constituted an Internal Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Corporate Social Responsibility
The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (‘CSR policy’) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company’s website at the link: http://www.rnaval.co.in/ web/rnaval/corporate-governance
As on March 31, 2018, the CSR Committee of the Board consists of Shri Rahul Sarin as Chairman, Ms. C R Gayathri, Ms. Ryna Karani and Cmde (Retd.) Kartik Subramaniam, Directors as members.
During the year, Vice Admiral (Retd.) H S Malhi ceased to be member of the committee with effect from the closure of business hours on April 11, 2017 due to his superannuation from the Company. Subsequently, Cmde (Retd.) Kartik Subramaniam was appointed as a member of the Committee with effect from April 11, 2017.
Cmde. (Retd.) Kartik Subramaniam ceased to be member of the committee with effect from the closure of business hours on March 31, 2018 due to his superannuation from the Company. The Board has appointed Shri Debashis Bir as a member of the Committee with effect from April 1, 2018. Shri Rahul Sarin ceased to be member of the committee w.e.f. August 10, 2018.
The disclosure with respect to Corporate Social Responsibility activities forming part of this report is given as Annexure - E.
Order, if any, passed by the Regulators or Courts or Tribunals
No orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed.
Business Responsibility Report
Business Responsibility Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Annual Report.
Acknowledgement
Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, Debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.
For and on behalf of the Board of Directors
Whole-time Director and CEO Director
Place : Mumbai
Date : August 27, 2018
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