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Company Information

Home » Market » Company Information

Roto Pumps Ltd.

Oct 22, 02:44
324.70 -6.35 ( -1.92 %)
 
VOLUME : 14605
Prev. Close 331.05
Open Price 332.50
TODAY'S LOW / HIGH
318.75
 
 
 
333.00
Bid PRICE (QTY.) 320.40 (2)
Offer PRICE (Qty.) 322.50 (25)
52 WK LOW / HIGH
96.25
 
 
 
365.00
Roto Pumps Ltd. is not traded in NSE
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Market Cap. ( ₹ ) 501.79 Cr. P/BV 4.86 Book Value ( ₹ ) 66.84
52 Week High/Low ( ₹ ) 365/96 FV/ML 2/1 P/E(X) 27.37
Bookclosure 29/09/2021 TTM EPS ( ₹ ) 11.88 Div Yield (%) 0.54
DIRECTOR'S REPORT
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

To the Members of ROTO PUMPS LTD,

The Directors have pleasure in presenting their 43rd Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

Financial Performance

Your Company’s financial performance for the year under review along with the previous year’s figure is given here under:

Amount Rs. In Lacs

Particulars

Financial year ended

31st March, 2018

31st March 2017*

Revenue from Operations

1091.20

9926.07

Other Income

141.82

41.16

Profit / (loss) before finance costs, depreciation and taxation

2297.07

2132.53

Less: Finance Costs

271.34

317.08

Depreciation

692.40

729.91

Profit before Taxation

1333.33

1085.54

Less Taxation

477.35

376.02

Profit after tax

855.98

709.52

Add: Other Comprehensive Income

30.16

(56.70)

Total Comprehensive Income for the year

886.14

652.82

*Figures for the previous financial year ended 31.03.2017 have been reinstated as per the New Accounting Standards (Ind-AS) that have become applicable to the Company from the transition date April 1, 2016.

Dividend

Your Directors are pleased to recommend a dividend of ‘ 0.40 (i.e. 20%) per share for the financial year ended 31st March, 2018, which if approved by the Members at the forthcoming Annual General Meeting would result in a dividend outflow of Rs. 61,81,522/- and dividend distribution tax of Rs. 12,70,624/aggregating to a total outflow of Rs. 74,52,146/-.

Share Capital

The Paid-up Equity Share Capital of your Company as on 31st March, 2018 was Rs. 309.08 Lacs. During the year under review, your Company has not issued any shares, bonus shares or bought back any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its Employees to purchase the shares of the Company.

Transfer of un-claimed dividend to Investor Education and Protection Fund

In terms of the provisions of Section 124(5) of the Companies Act, 2013 and Rule 3 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the un-claimed dividend relating to the financial year 2009-10 has been remitted to the Investor Education and Protection Fund established by the Central Government. Further, the un-claimed dividend relating to the financial year 2010-11 is becoming due for remittance to the said Investor Education and Protection Fund on 25.10.2018.

Further, in terms of the provisions of Section 124(6) of the Companies Act, 2013, and Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, shares related to the dividend to be transferred to Investor Education and Protection Fund as stated above, on which dividend for next six years remained unclaimed / unpaid, will also become due for transfer to the Investor Education and Protection Fund on said date.

Details of un-claimed dividend are available on the Company’s website at http://www.rotopumps.com/unclaimed-dividend.html www.rotopumps.com.

Year in retrospect

Your Company has achieved an income from Operations of Rs. 10911.95 lacs against previous year’s income of Rs. 9926.07 lacs. Domestic sales were Rs. 3718.57 lacs as compared to Rs. 4182.32 lacs. Export sales were Rs. 7193.38 lacs as compared to Rs. 5743.75 lacs, registering a growth of 25.24% over last year. Export sales include Rs. 4497.31 lacs, sales from Marketing Outlets in United Kingdom and Australia. Revenue from export sales constitutes 65.92% of the total revenue from operations.

Outlook

Your company’s operations are expected to do better as sales would continue to rise backed by healthy order book and growing global economy. Domestic front is also looking encouraging with projected growth in GDP as 7.5% leading to increased spending by Government & Private Sector as well as positive effects of policy reforms implemented by the Government.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries and joint venture have been prepared in accordance with Indian Accounting Standard 110 notified by the Ministry of Corporate Affairs, Government of India and form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The annual accounts of the subsidiaries and Joint Venture Company and related information are kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

Performance of the Subsidiaries and Joint Venture Company Roto Pumpen GmbH - a wholly owned subsidiary company setup in Germany during the financial year 2011-12 to carry on the sales and marketing of the Company’s products in German region to service the customers more effectively. The subsidiary had incurred a loss of Euro 6982 during the year under review.

The operations of the subsidiary are currently under suspension as per the decision of the Board. Effective steps are being taken to make the Subsidiary operational in the near future.

Roto Pumps Americas, Inc. - a wholly owned subsidiary company setup in USA during the financial year 2014-15. The subsidiary had further setup a wholly owned subsidiary company in the name and style of Roto Pumps North America, Inc. to carry on sales and marketing of Company’s products in North American region and also maintain warehouse facility to carry inventory. During the year under review, the subsidiary has earned a profit of USD 112,923.

Roto Overseas Pte Ltd - a Joint Venture Company (JVC) setup during financial year 2014-15 in Singapore with Mr. Ed Lemke of South Africa. Your Company holds sixty percent stake in the joint venture company. The JVC holds almost 100% stake in Roto Pumps (Africa) Pty Ltd, South Africa, a company engaged in the business of sales and marketing of pumps and parts of pumps in the African Region. During the year under review, the subsidiary has earned a profit of RAND 228,171.

Statements containing the salient features of financial statements of wholly owned subsidiary companies and Joint Venture Company in the prescribed Form AOC-1 is annexed as per Annexure-A.

Particulars of Loans, Guarantees or Investments

Your Company has neither made any investments nor has it given any loan or provided any guarantees during the during the year under review.

Fixed Deposits

Your Company has neither accepted nor renewed any deposits during the financial year under review.

Related Party Transactions

All Related Party Transactions that were entered into by the Company during the year under review were on an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by your Company during the year that would have required Shareholder approval under Regulation 23 of securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions and other relevant details as are required in terms of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of the transactions with Related Parties are provided at Note no. 40 of the accompanying standalone financial statements.

Risk Management

Your Company has formulated a risk management policy to put in place a procedure to inform the Board about the risk assessment and minimization procedure. The Company has also formed a Risk Management Committee comprising of Directors and Executives of your Company to assess the risk and minimization procedures and report the same to the Board at the meetings.

Internal Control System and its adequacy

Your Company has an adequate internal control system commensurate with the size of the Company and nature of its business.

Further, in terms of provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder, your Company has appointed M/s. Kapoor Tandon & Co., Chartered Accountants as its Internal Auditor to conduct the internal audit of the functions and activities of the Company. Based on the report of internal audit function, the Board undertakes corrective action in their respective areas and thereby strengthens the controls.

Directors and Key Managerial Personnel

Pursuant to the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Arvind Veer Gupta, Director (DIN: 00334233) retires from the Board by rotation, and is eligible for re-appointment.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has laid down the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

Independent Directors and their meetings

The Independent directors were provided an insight about their roles, duties, rights and responsibilities. They were given a fair idea and knowledge about the working, strategy and the organizational structure of the company so that they could adapt to the company culture and contribute through active participation and interaction in a better manner.

The Nomination and Remuneration Policy adopted by your Company deals with the criteria for selection and determining the Independence of Directors and also the Remuneration policy for directors, Key Managerial Personnel (KMP) and other employees. The Remuneration policy is available at the website of the Company at http://www.rotopumps.com/investors/policies. html.

Your Company’s Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters pertaining to the Company’s Affairs and put forth their views. During the year under review, one such meeting of the Independent Directors was held on 10th February, 2018 where all the independent directors except Mr. Anand Bordia were present.

Board, Committees and their meetings

Five (5) meetings of the Board were convened and held during the year under review. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, the Rules made thereunder and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of your Company for that period;

(c) 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 your Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Social Responsibility

Your Company has formulated its Corporate Social Responsibility (CSR) Policy to undertake the CSR activities as specified in the Schedule VII to the Companies Act, 2013. CSR Policy is available at http://www.rotopumps.com/investors/policies.html. The Annual Report of CSR activity for the financial year 2017-18 is annexed at Annexure -B.

Policy on prevention, prohibition and redressal of sexual harassment at Workplace

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress any complaint(s) of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Your Company has complied with the provisions of the Act relating to the constitution of Internal Complaints Committee, to inquire into complaints of sexual harassment and recommend appropriate action. Your Company has not received any complaint of sexual harassment during the year under review.

Vigil Mechanism / Whistle Blower Policy

Your Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of your Company has been denied access to the Audit Committee. The policy has been adopted in compliance with the requirements of SEBI and Section 177(9) of the Companies Act, 2013 and the Rules thereunder including any amendment(s) thereto, as may be made from time to time.

Material changes and commitment, if any, affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year to which these financial statements relate and on the date of this report.

Significant and Material Orders passed by the Courts or Regulators

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

Auditors

a. Statuary Auditors

M/s. R. N. Marwah & Co. LLP, Chartered Accountants, Firm Registration no. 001211N/N500019 were appointed as the Statutory Auditors of the Company for a period of five years by the members of the Company at their Annual General Meeting held on 29th September, 2017 subject to ratification at every intervening Annual General Meeting under section 139 of the Companies Act, 2013. Such requirement of ratification of appointment of Statutory Auditors at every intervening Annual General Meeting has since been dispensed with by the Companies (Amendment) Act, 2017; accordingly, no such ratification is required.

The observations of the Auditors in their report read with the notes to accounts are self-explanatory and do not call for any further action or information.

b. Branch Auditors

The term of the Branch Auditors of the Warehouse and Marketing Offices of the Company in Australia and U.K., M/s Eric Townsend & Co., Chartered Accountants, Australia and M/s Layton Lee, Chartered Accountants, U.K., respectively, will expire at the conclusion of the ensuing Annual General Meeting. Board of Directors of your Company is seeking authority to appoint Branch Auditors for the financial year 2018-19.

c. Cost Auditor

In terms of the provisions of Companies (Cost Records and Audit) Rules, 2014 for time being in force, your Company was not required to appoint a Cost Auditor to carry out audit of the cost records for the year under review.

However, Company is required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are being made and maintained by the Company.

d. Secretarial Auditors

M/s Dayal & Maur, Company Secretaries, New Delhi have been appointed as the Secretarial Auditors to carry out the secretarial audit for the year under review. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed at Annexure- C.

There is no qualification or observation in the report of the Secretarial Auditors.

Conservation of energy, Technology absorption, Foreign Exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished at Annexure -D.

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules made thereunder.

Board independence

Your Company’s definition of ‘Independence’ of Directors is derived from Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013:

a) Mr. B. S. Ramaswamy

Mr. B. S. Ramaswamy, aged about 89 years is a retired IA & AS Officer. He is a Science and Commerce Graduate, Graduate Engineer and the Senior Most Cost and Management Accountant in the Country. He has an experience of over 63 years in the key functions of Finance & Accounts in the Government and various other organizations in the field of Finance, Accounts, Cost Accounting and other allied management functions.

b) Dr. Ramesh Chandra Vaish

Dr. Ramesh Chandra Vaish, aged about 77 years holds a degree in M.A., M.Com, LLB, Ph.D. in Economics from University of Florida USA and is a Fellow Member of the Institute of Chartered Accountants of India. Dr. Vaish is an eminent practicing Chartered Accountant having over 46 years of rich and varied experience with specialization in International taxation and finance, tax planning and off-shore investment. Dr. Vaish has an outstanding academic record and after teaching at University of Florida, USA, has worked with Coopers and Lybrand in New York, Singapore, London and New Delhi. Dr. Vaish has been a Senior Counsel, Tax and Business Advisory Services at Price Waterhouse Coopers, New Delhi, besides being a member of the Company Law Advisory Committee, Regional Tax Advisory Committee and various fiscal committees of FICCI and ASSOCHAM.

c) Mr. Anand Bordia

Mr. Anand Bordia, aged 74 years is a retired IRS Officer, holds degree in M.A. Mr. Bordia has 38 years of professional experience, most of which has been at a senior level in the Government of India and International Organizations. Mr. Bordia has worked in Ministry of Finance and Ministry of Social Justice & Empowerment in the Government of India. Mr. Bordia has been Member Finance in National Highway Authority of India. Mr. Bordia has also worked in Indian Customs and Central Excise Department and held various field positions such as Commissioner of Customs and Director Audit. Mr. Bordia has also worked in the Secretariat of Custom Cooperation Council, Brussels.

d) Mrs. Annapurna Dixit

Mrs. Annapurna Dixit, aged about 70 years, a retired Information Commissioner, Central Information Commission, is a Graduate in Physics (Hons), Masters and M. Phil in Education. Mrs. Dixit has worked for over two decades as an Officer in the India Country Office of the United Nations Children’s Fund. Mrs. Dixit closely worked with the relevant Ministries of Government of India, State Governments, NCW, NHRC, IMA, NIPCCD and with NGOs for ensuring protection of rights of women and children.

e) Mr. Basant Seth

Mr. Seth aged 66 years is a Science graduate from Banaras Hindu University, a qualified Chartered Accountant and also has Post Graduate Diploma in Bank Management from National Institute of Bank Management, Pune. Mr. Seth has retired as Central Information Commissioner after successfully completing his tenure of five years. Before joining the Central Information Commission, he was a banker. He has served Bank of India for a very long period and later SIDBI. He has also served the Syndicate Bank as its Chairman and Managing Director.

Mr. Seth has extensive Board level experience having served as Bank of India’s nominee on the Board of Indo-Zambian Bank, Zambia and Commonwealth Finance Corporation Ltd Hong Kong besides holding the post of Whole Time Director in SIDBI and CMD of Syndicate Bank. He has long experience and expertise in Bank Management, Corporate Governance, Financial & Administrative matters.

Particulars of Employees and related disclosures

The disclosures pertaining 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 is annexed at Annexure- E.

In terms of the 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 and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed at in Annexure-F.

Listing of Shares

The Equity Shares of your Company are listed at the BSE Ltd, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. The annual listing fee for the year 2018-19 has been fully paid.

Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2017 a copy of the Annual Return has been placed on the website of the Company and can be accessed through the web-link: http://www. rotopumps.com/investors.html under the head Annual Returns.

Corporate Governance

The Management Discussion and Analysis and the Report on Corporate Governance, as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V thereof, forms a part of this Annual Report.

Acknowledgements

Your Directors place on record their sincere thanks to the Bankers, Business Associates, Consultants, and various Government Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their valuable support and confidence reposed in the Company.

For and on behalf of the Board of Directors

Harish Chandra Gupta

Place: Noida Chairman& Managing Director

Dated:14.08.2018 DIN: 00334405