Your Directors have great pleasure in presenting the 21st (Twenty
First) Annual Report of your Company together with the Audited Standalone and Consolidated
Financial Statements for the financial year ended March 31, 2023.
Financial Summary / Highlights
The key financial highlights for the financial year under review are as
follows:
Particulars |
2022-23 |
2021-22 |
Revenue from Operations (Net) |
1,62,914.96 |
44,395.88 |
Other Income |
828.78 |
502.60 |
Total Income |
1,63,743.74 |
44,898.48 |
Expenditure (other than Tax) |
1,48,080.12 |
40,138.15 |
Exceptional Items |
-24.73 |
1,337.61 |
Profit before Tax |
15,638.89 |
6,097.94 |
Current Tax expense for current year |
4,126.60 |
1,394.49 |
Current tax expense relating to prior years |
-1.82 |
- |
Deferred Tax |
-92.24 |
164.46 |
Profit after Tax |
11,606.35 |
4,538.99 |
Earnings Per Share (?) (Basic) |
53.90 |
21.61 |
Earnings Per Share (?) (Diluted) |
53.84 |
21.61 |
Net Fixed Assets |
8,618.81 |
1,995.11 |
EBITDA Margins (%) |
10.72 |
13.71 |
PAT Margins (%) |
7.12 |
10.22 |
Company Performance
During the year under review the Company achieved a turnover of '
1,62,914.96/- Lakh as against ' 44,395.88/- Lakh during previous year with a
remarkable increase of 266.96%.
Your Company has achieved a profit before tax (PBT) of '
15,638.89 Lakh for the year under review as compared to PBT of ' 6097.94 Lakh for
the previous year with an increase of 156% over the previous year.
The Company has reported a profit after tax of ' 11,606.35/-
Lakh as against a profit after tax of ' 4,538.99/- Lakh during previous year with
an increase of 155.70% over the previous year.
Financial Statements
Financial Statements of your Company, Standalone and Consolidated for
the financial year ended March 31,2023, are prepared in accordance with Indian Accounting
Standards (Ind-AS), as notified under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time to time and duly audited
by Statutory Auditors forms part of this Annual Report.
Operations
Highlights of your Company's operations and state of affairs for the
financial year 2022-23 are included in the Management Discussion and Analysis Report,
capturing your Company's performance, industry trends and other material changes with
respect to your Company, wherever applicable and forms part of this Annual Report.
Dividend
Based on the Company's performance, the Directors of your Company are
pleased to recommend a dividend of ' 2.00/- per Equity share (i.e., Rupees Two per share)
(20%) of ' 10/- each for the year ended March 31, 2023, subject to the approval of the
Members.
Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at
source (TDS) from dividend paid to the Members at prescribed rates as per the Income-tax
Act, 1961.
The Register of Members and Share Transfer Books of the Company will
remain closed from Friday, September 15, 2023 to Tuesday, September 26, 2023
(both days inclusive) for the purpose of payment of dividend for the
financial year ended March 31, 2023.
Amount Transferred to General Reserve
The Board of Directors has decided to retain the entire amount of
profits for financial year 2022-23 under Retained Earnings. Accordingly, the Company has
not transferred any amount to the 'Reserves' for the year ended March 31, 2023.
Investor Education and Protection Fund (IEPF)
In accordance with the applicable provisions of the Companies Act, 2013
("Act") read with the Investor Education and Protection Fund (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are
required to be transferred by the Company to the IEPF, which remain unpaid or
unclaimed for a period of seven years, from the date of transfer to
Unpaid Dividend Account.
Further, according to IEPF Rules, the shares on which dividend has not
been claimed by the shareholders for seven consecutive years or more shall be transferred
to the demat account of the Investor Education and Protection Fund Authority ("IEPF
Authority").
During the year under review, no amount of the unclaimed/ unpaid
dividend and any such share in the Company, was due to be transferred to the IEPF
Authority.
The following table provides a list of years for which unclaimed
dividends and their corresponding shares would become eligible to be transferred to the
IEPF on the dates mentioned below:
Financial Year |
Dividend per Equity Share (?) |
Date of Declaration |
Due Date for Transfer to IEPF |
Amount (?) (Unpaid as on March 31, 2023) |
2020-21 (Interim) |
1.00 |
December 29, 2020 |
March 02, 2028 |
4,02,086.00 |
2020-21 (Final) |
0.50 |
September 30, 2021 |
December 02, 2028 |
1,52,686.50 |
Details of unpaid dividend for the aforesaid financial years can be
accessed from the website of the Company at http://www.refex.co.in and claim can be
made by making a request to the Company.
Details of Nodal Officer
The Company has designated Ms. G Divya, Company Secretary of the
Company as Nodal Officer for the purpose of IEPF.
Fixed Deposits
The Company has neither invited nor accepted any deposits from the
public falling within the preview of Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rule 2014 during the year. There is no unclaimed or unpaid
deposit lying with the Company.
Share Capital and Changes in Capital Structure Authorized Share Capital
As on March 31, 2023, the Authorized Share Capital of your Company
stood at ' 40,00,00,000/- (Rupees Forty Crores only) divided into 3,50,00,000 (Three
Crores Fifty Lakhs only) equity shares of face value of ' 10/- (Rupees Ten) each,
aggregating to ' 35,00,00,000/- (Rupees Thirty-Five Crores only) and 5,00,000 (Five Lakhs
only) Cumulative Redeemable Preference Shares (CRPS) of ' 100/- (Rupees Hundred) each,
aggregating to ' 5,00,00,000 (Rupees Five Crores only).
Paid-up Share Capital
As on March 31, 2023, the Paid-up Equity Share Capital of your Company
stood at ' 22,10,70,240/- (Rupees Twenty-Two Crores Ten Lakhs Seventy Thousand Two Hundred
Forty only) comprising of 2,21,07,024 (Rupees Two Crores Twenty-One Lakhs Seven Thousand
Twenty-Four only) equity shares of face value of ' 10/- each.
There are no convertible securities issued in the Company, as on the
date of this Report. Your Company has not issued equity shares with differential rights as
to dividend, voting or otherwise.
Changes in Share Capital
During the year, your Company has issued 11,05,000 equity shares of
face value of ' 10/- each, for cash consideration of ' 130/- per equity share, including a
premium of ' 120/- per equity share ("Equity Shares"), aggregating to '
14,36,50,000/- (Rupees Fourteen Crore Thirty-Six Lakh Fifty Thousand only) on a
preferential basis to Sherisha Technologies Private Limited [CIN: U74999TN2010PTC074345],
part of the Promoter Group of the Company.
Employees' Long Term Incentive Plan
In terms of the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, ("SEBI (SBEB & SE)
Regulations") and with the objective to promote entrepreneurial behaviour among
employees of the Company, motivate them with incentives and reward their performance with
ownership in proportion to the contribution made by them as well as align the interest of
the employees with that of the Company, "Refex Employee Stock Option Scheme 2021
("REFEX ESOP Scheme 2021") was approved by the Board of Directors of your
Company on September 02, 2021, which was subsequently approved by the members of the
Company, in their 19th Annual General Meeting held on September 30, 2021.
During the year under review, with the approval of Nomination and
Remuneration Committee at their meeting held on September 12, 2022, the Company has
granted 7,00,009 stock options to eligible employees of the Company under REFEX ESOP
Scheme 2021. Further, from the closure of the Financial Year till the date of this report,
at the Nomination and Remuneration Committee meeting held on May 18, 2023, the Company has
granted 57,840 Options to the eligible employees.
Statement pursuant to Regulation 14 read with Part F of Schedule I of
the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section
62(1) (b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014 is available on the Company's website http://www.refex.co.in
The Nomination & Remuneration Committee of the Board of Directors,
inter-alia, administers and monitors, the Refex Employee Stock Option Scheme 2021 (ESOP
2021), in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ["SEBI (SBEB & SE) Regulations"] and other applicable
laws. The Company has also obtained a certificate from Secretarial Auditor of the Company,
as required under Regulation 13 of the SEBI (SBEB & SE) Regulations, 2021, that the
Scheme has been implemented in aforesaid Regulations and in accordance with the resolution
of the company in the general meeting.
Subsidiaries, Joint Ventures and Associate Companies
The Company has the following subsidiary as on March 31, 2023:
S. No Name of the Company |
Category |
Date of becoming subsidiary |
1 Refex Green Mobility Limited (RGML) |
Wholly owned Subsidiary Company |
RGML was incorporated as a Subsidiary Company of the
Company on March 14, 2023. |
|
|
On April 17, 2023, RGML has become wholly owned
subsidiary of the Company. |
Vituza Solar Energy Limited, which was a subsidiary company under the
process of Striking off, has been approved and struck off by the MCA and it stands
dissolved with effect from September 19, 2022.
Material Subsidiaries
The Company has adopted a 'Policy for determining Material
Subsidiaries' as per requirements stipulated in Explanation to Regulation 16(1)(c) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations').
During the year under review, there was no change in the Policy for
Determining Material Subsidiaries. Further, the Company has adopted a revised Policy for
Determining Material Subsidiaries, in its meeting held on May 06, 2022.
The said policy may be accessed on the website of the Company at
https://www.refex.co.in/pdf/Policv-on- Determining-Material-Subsidiarv.pdf.
Information about the financial performance / financial position of the
Subsidiaries
In accordance with Section 129(3) of the Act, a statement containing
salient features of the financial statements of the subsidiary company in Form AOC-1 is
provided as Annexure - A. Hence, a separate report on the performance and financial
position of the subsidiary company(ies) is not repeated here for the sake of brevity.
Further, pursuant to the provisions of Section 136 of the Act,
Consolidated Financial Statements along with relevant documents and separate Audited
Financial Statements in respect of Subsidiary, are available on the website of the Company
http://www.refex.co.in.
Corporate Governance
Your Company is committed to benchmark itself with high standards for
providing good corporate governance. Your Board constantly endeavours to take the business
forward in such a way that it maximizes long-term value for the stakeholders.
A Report on Corporate Governance, in terms of Regulation 34 read with
Schedule V to the Listing Regulations, along with a Certificate from the Statutory
Auditors certifying compliance of conditions of Corporate Governance enumerated in the
Listing Regulations, is presented in a separate section forming part of this Annual
Report.
Management Discussion and Analysis Report
Management's Discussion and Analysis Report (MD&A) for the year
under review, giving a detailed analysis of the Company's operations, as stipulated under
Regulation 34(2)(e) of the Listing Regulations, is presented in a separate section forming
part of this Annual Report.
Directors and Key Managerial Personnel (KMPs)
As on March 31, 2023, your Board comprised of Six (6) Directors, out of
which, three are Independent, two are Non-Executive Directors and one is Promoter who is a
Chairman-cum-Managing Director.
In accordance with the provisions of Section 152 of the Act, Mr. Dinesh
Kumar Agarwal (DIN: 07544757), Director (Non-Executive) of the Company retires by rotation
in the ensuing Annual General Meeting ("AGM") and being eligible offers himself
for re-appointment. His brief resume and other related information are being given in the
Notice convening the 21st AGM of your Company.
Your Board has recommended his re-appointment and accordingly, suitable
resolution proposing his re-appointment forms part of the Notice of the AGM.
Changes during the year
During the year, the following changes took place in the Board of the
Company:
Ms. Jamuna (DIN: 08009308), Non-Executive
Independent Director, and Mr. Shailesh Rajagopalan (DIN: 01855598),
Non-Executive Director had tendered their resignation with effect from January 31, 2023
which was taken on record in the Board Meeting held on February 02, 2023.
Pursuant to the recommendation of the Nomination & Remuneration
Committee ("NRC") and the Board in its meeting held on February 02, 2023, and
subsequent approval by the members of the Company in the Extra-Ordinary General Meeting of
the Company held on April 28, 2023, Mr. Krishnan Ramanathan (DIN: 09854815) was appointed
as a Non-Executive Independent Director of the Company to hold office for a term of five
consecutive years with effect from February 02, 2023 to February 01, 2028.
Further, at the same meeting, Ms. Susmitha Siripurapu (DIN 09850991)
was appointed as Non-Executive Non - Independent Director of the Company with effect from
February 02, 2023.
Ms. R. Maheshwari (DIN: 06829926) was appointed as an Additional
Director (as independent Director) of the Company on March 02, 2023 and the office was
vacated upon her demise on March 06, 2023.
Mr. Pillappan Amalanathan (DIN: 08730795),
Independent Director, ceased to be a Director with effect from March
27, 2023 upon his tenure coming to an end.
Further, Mr. Sivaramakrishnan Vasudevan (DIN: 02345708) was appointed
as a Non-Executive Independent Director for a period of five consecutive years up to March
30, 2028 pursuant to the recommendation of the Nomination & Remuneration Committee
("NRC"), and the Board in its meeting held on March 31, 2023.
Subsequently the approval for the Appointment of the above said three
Directors has been obtained from the members of the Company in the Extra-Ordinary General
Meeting of the Company held on April 28, 2023.
In terms of provisions of Section 203 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key
Managerial Personnel of the Company are:
1. Mr. Anil
Jain |
Managing
Director |
2. Ms.
Uthayakumar Lalitha |
Chief
Financial Officer |
3. Ms. G.
Divya |
Company
Secretary |
During the year under review the following changes have taken place:
Mr. S. Gopalakrishnan, Company Secretary and Compliance Officer of the
company had resigned with effect from September 29, 2022.
Ms. G Divya has been appointed as Company Secretary and Compliance
Officer with effect from September 30, 2022.
Declaration by Independent Directors
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the Act under Section 149(6) and the Listing Regulations under
Regulation 16(1)(b).
The Independent Directors of the Company have also registered their
names in the data bank for Independent Directors maintained by the Indian Institute of
Corporate
Affairs (IICA), Manesar (notified under Section 150(1) of the Companies
Act, 2013 as the institute for the creation and maintenance of data bank of Independent
Directors).
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and are independent of
management.
Familiarization Programme for Independent Directors
The details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company, and related
matters are put up on the website of the Company at http://www.refex.co.in.
Remuneration of Directors, Key Managerial Personnel and Particulars of
Employees
The remuneration paid to the Directors is in accordance with the
Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19
of the Listing Regulations (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force).
During the year, the Non-Executive Directors of the Company had no
pecuniary relationship or transaction with the Company, other than sitting fees and
reimbursement of expenses, if any, incurred by them for the purpose of attending meetings
of the Company.
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 are provided as an Annexure - B to
this Report.
A 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 forming part of this Report.
However, in terms of the proviso to Section 136(1) of the Act, the Annual Report is being
sent to the members excluding the aforesaid annexure. The said information is available
for electronic inspection during working hours up to the date of Annual General Meeting
and any member interested in obtaining such information may write to the Company Secretary
and the same will be furnished on request.
Remuneration Policy
Pursuant to provisions of Section 178 of the Act and the Listing
Regulations, the Nomination and Remuneration Committee ('NRC') of your Board has
formulated a Remuneration Policy for the appointment and determination
of remuneration of the Directors, Senior Management Personnel (SMPs) including its Key
Managerial Personnel (KMPs) and other employees of the Company including criteria for
determining qualifications, positive attributes, independence of a director, key
managerial personnel, senior management personnel and other employees of your Company.
The NRC has also developed the criteria for determining the
qualifications, positive attributes, and independence of Directors and for making
recommendation to the Board relating to remuneration to the Executive and Non-executive
Directors and Senior Management Personnel of the Company.
During the year under review, there was no change in the Remuneration
Policy.
ThedetailedPolicy is availableon the Company's website at https://www.refex.co.in/pdf/Nomination-Remuneration-
Policy.pdf and the salient aspects covered in the Remuneration Policy have been
outlined in the Corporate Governance Report, which forms part of this Report.
Board Meetings
During the financial year 2022-23, the Board met 7 (seven) times i.e.,
on May 06, 2022, August 05, 2022, September 30, 2022, November 08, 2022, February 02,
2023, March 02, 2023 and March 31, 2023.
The maximum time gap between any two consecutive meetings did not
exceed one hundred and twenty days. Details of meetings held and attendance of directors
are mentioned in the Corporate Governance Report, which forms part of this Report.
Separate Meeting of Independent Directors
In terms of requirements of Schedule IV to the Act and Regulation 25 of
the Listing Regulations, a separate meeting of the Independent Directors was held on March
31, 2023 for Financial Year 2022-23, without the presence of Non-Independent Directors.
The meeting was conducted in a flexible manner to enable the
Independent Directors inter alia to discuss matters pertaining to the performance of
Non-Independent Directors and the Board as a whole, to review the performance of the
Chairperson of the Company after taking inputs from the executive and non-executive
directors.
The meeting of the Independent Directors was attended by three
Independent Directors, namely, Mr. Sivaramakrishnan Vasudevan, Mr. Ramesh Dugar and Mr.
Krishnan Ramanathan.
Board Committees
Your Company has constituted several Committees of the Board which have
been established as part of the best corporate governance practices and are in compliance
with the requirements of the relevant provisions of applicable laws and statutes.
As on March 31, 2023, your Board has 04 (four) Committees, namely,
1. Audit Committee,
2. Nomination & Remuneration Committee (NRC);
3. Stakeholders' Relationship Committee (SRC); and
4. Corporate Social Responsibility (CSR) Committee;
The details with respect to the composition, powers, roles, terms of
reference, number of meetings, etc. of the Committees held during Financial Year 2022-23
and attendance of the Members at each Committee meeting, are provided in the Corporate
Governance Report which forms part of this Report.
All the recommendations made by the Committees of the Board including
the Audit Committee were accepted by the Board.
Composition of Audit Committee
As on March 31, 2023, the Audit Committee of the Board comprises of the
following members:
1. Mr. Ramesh Dugar Independent
Director - Chairperson
2. Mr. Dinesh Kumar Agarwal Non-Executive
Director - Member
3. Mr. Krishnan Ramanathan Independent
Director - Member
4. Mr. Sivaramakrishnan Independent
Vasudevan Director - Member
All members of the Audit Committee are financially literate and have
experience in financial management.
Performance evaluation of the Board, its committees, and Individual
Directors
Pursuant to the provisions of the Act and Regulation 17(10) of the
Listing Regulations, the Board has carried out a formal process of performance evaluation
of the Board, Committees and Individual Directors.
The performance was evaluated based on the parameters such as
composition and quality of Board members, the effectiveness of Board/ Committee process
and
functioning, the contribution of the Members, Board Culture and
dynamics, fulfilment of key responsibilities, ethics and compliance etc. based on the
Remuneration Policy which prescribed the evaluation criteria for performance evaluation.
A structured questionnaire was prepared covering the above areas of
competencies. All the responses were evaluated by the Nomination & Remuneration
Committee as well as by the Board of Directors and the results reflected high satisfactory
performance.
The Directors expressed their satisfaction with the evaluation process.
The details of the evaluation process are set out in the Corporate
Governance Report which forms part of this Annual Report.
Directors' Responsibility Statement
In pursuance of Section 134(5) of the Companies Act, 2013, the
Directors hereby confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards read with requirements set out under Schedule III to the Act had been followed
and there are no material departures from the same;
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 the Company as at March 31, 2023 and
of the profit of the Company for the year ended on March 31, 2023;
c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. The Directors had prepared the annual accounts on a 'going concern'
basis;
e. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
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.
Compliance with Secretarial Standards
Your Directors confirm that pursuant to the provisions of Section
118(10) of the Act, the Company has complied with the applicable provisions of the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI).
Particulars of Contracts or Arrangements with Related Parties
Your Company has adopted a "Policy on Related Party
Transactions", in accordance with the provisions of the Act and Regulation 23 of the
Listing Regulations, inter-alia, providing a framework for governance and reporting of
Related Party Transactions including material transactions and threshold limits for
determining materiality.
The said Policy is also available on the website of the Company at the
web-link: https://www.refex.co.in/pdf/ Policv-on-Related-Partv-Transactions.pdf.
All Related Party Transactions that were entered into during the
financial year ended on March 31, 2023 were on an arm's length basis and in the ordinary
course of business under Section 188(1) of the Act and the Listing Regulations. In
addition to the transactions entered into during the year, the Company had a related party
transaction with VS Lignite Power Private Limited which has been considered material as
per the materiality threshold adopted by the Board of Directors. The Company has also
obtained the approval of Shareholders in the 20th Annual General Meeting of the Company
held on September 23, 2022. Details of the transactions with Related Parties are provided
in the accompanying Financial Statements under Note no. 37, in compliance with the
provision of Section 134(3) (h) of the Act.
All Related Party Transactions and subsequent material modifications
are placed before the Audit Committee for review and approval. Prior omnibus approval is
obtained for Related Party Transactions which are of repetitive nature and/ or entered in
the Ordinary Course of Business and are at Arm's Length.
In compliance of the provisions of the Companies Act, 2013, the
particulars of contracts or arrangements entered by the Company with its related parties
are disclosed in Form AOC-2, annexed to this report at Annexure - C.
Auditor and Auditor's Report
Statutory Auditor
Pursuant to provisions of Section 139 of the Act read with the
Companies (Audit and Auditors) Rules 2014,
as amended, M/s. ABCD & Co., Chartered Accountants (ICAI Firm
Registration No.: 016415S) were appointed as the Statutory Auditors of the Company at the
20th AGM held on September 23, 2022 for a term of five years till the conclusion of 25th
Annual General Meeting of the Company.
Statutory Auditor's Report
The Auditor's Report does not contain any qualification, reservation,
or adverse remark, which requires an explanation or comments by the Board.
Further, there were no frauds reported by the Statutory Auditor to the
Audit Committee or the Board under Section 143(12) of the Act.
Secretarial Auditor & its Report
Pursuant to Section 204(1) of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors
had appointed Mr. R Muthukrishnan, Practicing Company Secretary (FCS 6775 / C P No.: 3033)
as the Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company
for the financial year 2022-23.
The Secretarial Audit Report for the financial year ended March 31,
2023, in prescribed form MR-3, issued by the Secretarial Auditor, is annexed herewith as Annexure
- D to this Report.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
Cost Records and Cost Audit
Your Company has duly maintained cost accounts and records as specified
by the Central Government under sub-section (1) of Section 148 of the Act and the relevant
rules made thereunder. Further, in compliance with Section 148 of the Companies Act, 2013,
the Board of Directors at their meeting held on September 30, 2022 has appointed M/s STARP
& ASSOCIATES, (Cost Accounting Firm FRN: 004143) as Cost Auditors for the Financial
Year 2022-23 to carry out the audit as required under Section 148 read with Rule 3 and 4
of the Companies (Cost Records and Audit) Rules, 2014 and subsequently the remuneration
payable to them is ratified at the Extra-Ordinary General Meeting held on April 28, 2023.
The Company has re-appointed M/s STARP & Associates, (Cost Accounting Firm FRN:
004143) as Cost Auditors for conducting Cost Audit for the Financial Year 2023-24.
The Company has received consent from M/s STARP & ASSOCIATES,
Practicing Cost Accountants, to serve as Cost auditors of the Company for the financial
year
2023-24. The Company has also received necessary certificate under
Section 141 of the Act, 2013 from them conveying their eligibility to act as a Cost
Auditor.
A sum of not exceeding Rs. 69,000/- has been fixed by the Board as
remuneration in addition to applicable taxes, out of pocket expenses, travelling and other
expenses payable to them, for the financial year 2023-24, which is required to be approved
and ratified by the Members, at the ensuing AGM as per Section 148(3) of the Act, 2013.
Insolvency and Bankruptcy Code, 2016
There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during Financial Year 2022-23.
The 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: During the year under review
there was no instance of one-time settlement with any Bank or Financial Institution.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The details of energy conservation, technology absorption, and foreign
exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014, are as under:
(A) Conservation of energy & Technology absorption:
The Company does not engage in manufacturing activity involving energy
intensive processes. However, the Company has taken sufficient steps towards general
energy saving techniques and conservation.
Given the Nature of Process employed by the Company, there is no
technology absorption involved.
(B) Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings = ' NIL Foreign Exchange Outgo = '
4386.50 Lakhs
Annual Return
The draft Annual Return of the Company as on March 31, 2023, in
prescribed e-form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of
the Act, is available on the Company's website at https://www.refex. co.in/pdf/Form MGT
7%2022-23-RIL.pdf.
Further, the Annual Return (i.e., e-form MGT-7) for Financial Year
2022-23 shall be filed by the Company with the Registrar of Companies, Chennai, within the
stipulated period and the same can also be accessed thereafter on the Company's website
at: http://www.refex.co.in.
Significant / Material Orders passed by the Regulators, Courts, and
Tribunals affecting the Going Concern Status and Company's Operations in future
There is no significant/material order passed by the Regulators,
Courts, or Tribunals affecting the going concern status and the Company's operations in
the future other than the matters provided in the accompanying Financial Statements at
Note No. 31.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism and formulated a
Whistle-Blower Policy, which is in compliance with the provisions of Section 177(9) &
(10) of the Act and Regulation 22 of the Listing Regulations, to deal with instances of
fraud and mismanagement, if any.
The Company, through this Policy, envisages to encourage the Directors
and employees of the Company to report to the appropriate authorities any unethical
behaviour, improper, illegal, or questionable acts, deeds, actual or suspected fraud or
violation of the Company's Codes of Conduct for the Directors and the Senior Management
Personnel.
During Financial Year 2022-23, no complaint was received and no
individual was denied access to the Audit Committee for reporting concerns if any.
The Policy on Vigil Mechanism / Whistle-Blower Policy may be accessed
on the Company's website at the link: https://www.refex.co.in/pdf/Whistle-Blower%20Policv
Vigil%20Mechanism.pdf.
Brief details of the establishment of Vigil Mechanism in the Company,
is also provided in the Corporate Governance Report which forms part of this Report.
Internal Financial Controls
The Company has in place adequate internal financial controls
commensurate with the size, scale, and complexity of its operations. During the year, such
controls were tested and the Company has, in all material respects, maintained adequate
internal financial controls over financial reporting as of March 31, 2023, and are
operating effectively.
The Company has appointed a Practicing Chartered Accountant as an
Internal Auditor, to ensure the effective functioning of internal financial controls and
check whether the financial transaction flow in the organization is being done based on
the approved policies of the Company.
The Management based, on the internal audit observations gives its
comments to the Audit Committee.
Further, the Board of Directors of the Company has adopted various
policies like Policy on Related Party Transactions, Vigil Mechanism, Policy on Determining
Material Subsidiary for ensuring the orderly and efficient conduct of its business, for
safeguarding of its assets for the prevention and detection of frauds and errors and for
maintenance of adequate accounting records and timely preparation of reliable financial
information.
Corporate Social Responsibility
At Refex, Corporate Social Responsibility has been an integral part of
the business since its inception. Refex believes in making a difference to the lives of
millions of people who are underprivileged. It promotes Social and Economic inclusion by
ensuring that marginalized communities have equal access to health care services,
educational opportunities and proper civic infrastructures. Corporate Social
responsibility is embedded in the Refex ethos going hand in hand with the core business of
the Company.
In compliance with requirements of Section 135(1) of the Act, the Board
has constituted a Corporate Social Responsibility Committee ('CSR Committee') which
comprises of the following:
1. Mr.
Ramesh Dugar |
Independent
Director - Chairman |
2. Mr. Anil
Jain |
Chairman
& Managing Director - Member |
3. Mr.
Dinesh Kumar Agarwal |
Non-Executive
Director - Member |
Further, the Company has laid down a Corporate Social Responsibility
(CSR) Policy, which is available on the website of the Company and may be accessed at the
web-link: https://www.refex.co.in/pdf/CSR-Policy.pdf.
The meetings of the CSR Committee, brief contents of CSR Policy,
unspent amount and reason thereof if any and annual report on CSR activities carried out
during the Financial Year 2022-23, in the format, prescribed under Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - E.
Particulars of Loans, Guarantees or Investments
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of
loans, guarantees or investments and securities provided under Section 186 of the
Companies Act, 2013 along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the standalone financial
statement (Please refer to Note Nos. 4, 11 & 36 to the Financial Statements).
Risk Management
Our Company is cognizant that effective risk management is core to a
sustainable business. The Company's internal control systems are commensurate with the
nature of its business and the size and complexity of its operations. The Company has in
place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. The Risk management framework has been provided in the Management Discussion
and Analysis Report of the Company.
Prevention of Sexual Harassment at Workplace
The Company is committed to maintaining a productive environment for
all its employees at various levels in the organization, free of sexual harassment and
discrimination based on gender. The Company has framed a Policy on Prevention of Sexual
Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder
("POSH Act").
The Company has also set up Internal Complaints Committee(s) ('ICCs')
for each workplace, which is in compliance with the requirement of the POSH Act, to
redress the complaints received regarding sexual harassment, which has formalized a free
and fair enquiry process with clear timeline.
During the period under review, there were no complaints received by
the committee.
Internal Committee of the Company has also filed Annual Return for the
calendar year 2022 at their jurisdictional office, as required under Section 21(1) of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Rules, 2013.
All employees in the organization are being made to attend the POSH
awareness sessions which also covers gender sensitization. No pending complaints to be
resolved for the financial year under review.
Business Responsibility Report
As stipulated under the Listing Regulations, the Business
Responsibility and Sustainability Report describing the initiatives taken by the Company
from an environmental, social and governance perspective is attached voluntarily by the
Company, as a part of the Annual Report and the said report will also be available on the
website of the Company.
Listing with Stock Exchanges
The Equity Shares of the Company are listed on the following stock
exchanges:
i. The BSE Limited (BSE): No. 25th Floor, P.J. Towers, Dalal Street,
Fort, Mumbai- 400 001;
ii. The National Stock Exchange of India Limited (NSE): Exchange Plaza,
Bandra Kurla Complex, Bandra East, Mumbai- 400 051.
The Stock Codes allotted by these stock exchanges are as under:
Name |
Code |
BSE
Limited |
532884 |
National
Stock Exchange of India Limited |
REFEX |
The Company has paid the annual listing fee for Financial Year 2023-24
to the BSE Limited and the National Stock Exchange of India Limited.
Depository Systems
Your Company's Shares are traded in dematerialization form only. For
this purpose, your Company has obtained DEMAT connectivity (i.e., ISIN: International
Security Identification Number) with both the depositories registered with SEBI, namely,
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL).
So far, 99.99% of the equity shares have been dematerialized.
The ISIN allotted to the equity shares of the Company is INE056I01017.
Implementation of Corporate Action
During the year under review, the Company has not failed to implement
any Corporate Action within the specified time limit.
Change in nature of business
The Central Electricity Regulatory Commission has granted a 'Category -
I' license for inter-State trading in electricity in whole of India and the Company has
commenced Power Trading business during the Financial year. Apart from the new addition of
business, the Company has not undergone any other change in the nature of the business
during financial year 2022-23.
Material Changes and Commitments, if any, affecting the Financial
Position of the Company
There is no adverse material adverse material changes or commitments
that occurred between the end of the financial year and the date of this report, which may
affect the financial position of the Company or may require disclosure.
Significant Developments
The Company has achieved various milestones which have already been set
out in the Management Discussion and Analysis forming part of the Annual Report.
Further, during the year, your company has incorporated a new company
named M/s Refex Green Mobility Limited which is into the business of using the
ever-evolving innovations in technology landscape in order to offer environmentally
sustainable services in the urban transportation and energy sectors.
Reporting Principle
The Financial and Statutory Data presented in this Report is in line
with the requirements of the Companies Act, 2013 (including the rules made thereunder),
Indian Accounting Standards and the Secretarial Standards.
Reporting Period
The Financial Information is reported for the period April 01, 2022, to
March 31, 2023. Some parts of the Non-Financial Information included in this Board's
Report are provided as of the date of this Report.
Personnel
Your directors wish to place on record their sincere appreciation for
the devoted services of all the employees and workers at all levels and for their
dedication and loyalty, which has been critical for the Company's growth.
Acknowledgements
Your Company's organizational culture upholds professionalism,
integrity, and continuous improvement
across all functions as well as efficient utilization of the Company's
resources for sustainable and profitable growth.
Your directors wish to place on record their appreciation for the
valuable cooperation and support received from the Government of India, Government of
Chennai, Government of NCT of Delhi, various State Governments/ Departments/ Authorities,
and other stakeholders such as, shareholders, customers, and suppliers, among others. The
Directors look forward to their continued support in the future.
The Directors thank ICICI Bank Limited, HDFC Bank Limited and other
Banks for all co-operations, facilities, and encouragement they have extended to the
Company.
Your directors acknowledge the continued trust and confidence you have
reposed in the Company.
|
For and
on behalf of the Board |
|
Anil
Jain |
Place:
Mumbai |
Chairman
& Managing Director |
Date:
August 03, 2023 |
DIN:
00181960 |
|