To the Members of
ROTO PUMPS LIMITED
Your Directors have pleasure in presenting their Forty Ninth Annual Report of your
Company together with the Audited Ffinancial Statements for the ffinancial year ended 31st
March, 2024.
FFINANCIAL PERF FORMANCE
Your Company's ffinancial perf formance for the year under review along with the
previous year's fgure is given hereunder
|
Ffinancial year ended |
Particulars |
|
|
|
31st March, 2024 |
31st March, 2023 |
| Revenue from Operations |
22,980.49 |
19,065.60 |
| Other Income |
464.71 |
426.93 |
| Total Income |
23,445.20 |
19,492.53 |
| Proft / (loss) before fnance costs, depreciation and taxation |
6,337.91 |
5,154.72 |
| Less: Finance Costs |
381.17 |
319.84 |
| Depreciation |
1,122.47 |
726.90 |
| Proft before Taxation |
4,834.27 |
4,107.98 |
| Less: Taxation |
1,208.99 |
1,080.29 |
| Proft after tax |
3,625.28 |
3,027.69 |
| Add: Other Comprehensive Income |
(55.98) |
(21.86) |
| Total Comprehensive Income for the year |
3,569.30 |
3,005.83 |
DIVIDEND
Your Company has a robust track record of rewarding its shareholders with a generous
dividend pay-out. In view of the ffinancial perf formance during the year under review,
the Board of Directors in its meeting held on 30th May, 2024 recommend a
dividend of f 1.88/- per equity share of f 2/- each i.e. 94% for the ffinancial year ended
31st March, 2024. The fnal dividend, if approved by the shareholders of the
Company at ensuing Annual General Meeting, would involve cash outfow of f 590.46 lakhs. As
per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will
be taxable in the hands of the shareholders at the applicable rates.
The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.
The Policy is available on the Company's website https://www.rotopumps.com/investors/
policies/.
TRANSFER TO RESERVES
The Board of Directors does not propose to transfer any amount to the reserves for the
ffinancial year ended 31st March, 2024.
SHARE CAPITAL
During the year under review, your Company had issued one fully paid-up bonus equity
shares of f 2/- each for each fully paid-up equity shares of f 2/- each held in the
Company by way of capitalization equivalent amount from share premium account and hence,
as on 31st March, 2024 the paid-up share capital of the Company was f 628.15
lakhs as compared to previous year f 314.08 lakhs. Your Company has not issued shares with
diferential voting rights or SR equity shares. It has neither issued employee stock
options nor any sweat equity shares and does not have any scheme to fund its Employees to
purchase the shares of the Company.
CREDIT RATINGS
During the year, your Company has sustained its long-term bank facilities credit rating
of CRISIL A- and CRISIL A2+ for long term borrowings and short-term borrowings of the
Company respectively. The outlook for long term rating is Positive. The rating indicates
the Company's discipline for its prudent ffinancial management and its ability regarding
timely servicing of ffinancial obligation.
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 ffinancial year 2015-16 has
been remitted to the Investor Education and Protection Fund (IEPF) established by the
Central Government. This involved transfer of f 67,048.60/- unclaimed dividend and 14,639
related shares on which dividend had been unclaimed for seven consecutive years.
The un-claimed dividend for further years would become due for transfer to IEPF per
below details-
|
|
|
|
Amount in f |
Sl. |
Ffinancial Year |
|
As on 31.07.2024 |
Due date for Transfer to IEPF |
|
|
Cases |
Amount |
|
| 1 |
2016-17 |
556 |
133,594 |
5-Nov-24 |
| 2 |
2017-18 |
467 |
102,860 |
5-Nov-25 |
| 3 |
2018-19 |
319 |
80,912 |
4-Nov-26 |
| 4 |
2019-20-Interim |
329 |
49,124 |
18-Mar-27 |
| 5 |
2020-21-Interim |
302 |
203,554 |
7-May-28 |
| 6 |
2020-21-Final |
215 |
40,776 |
5-Nov-28 |
| 7 |
2021-22 |
182 |
271,169 |
5-Nov-29 |
| 8 |
2022-23 |
175 |
259,618 |
4-Nov-30 |
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, which would be
transferred to Investor Education and Protection Fund as stated above, on which dividend
for consecutive seven years remained unclaimed / unpaid, would also become due for
transfer to the IEPF on the said date.
The Company Secretary is nominated as the Nodal Ofcer for issues relating to the
Investor Education and Protection Fund. The Nodal Ofcer may be contacted at
investors@rotopumps.com.
Details of un-claimed dividend are available on the Company's website at
https://www.rotopumps.com/unclaimed-dividend-shares/ under investors section.
YEAR IN RETROSPECT
Your Company has achieved an Income from Operations of
f 22,980.49 lakhs against previous year's f 19,065.60 lakhs registering a growth of
20.53%. Domestic sales were f 9,870.36 lakhs as compared to f 6,502.52 lakhs having an
increase of 51.79%. Export sales were f 13,110.13 lakhs as compared to f 12,563.08 lakhs,
having an increase of 4.35% over last year. Export sales includes f 7,209.13 lakhs, sales
from Marketing Outlets in United Kingdom and Australia. Revenue from exports constitutes
54.99% of the total revenue from operations. Your company earned other income of f 464.71
lakhs as compared to f 426.93 during the previous ffinancial year. Your Company has
registered a proft after tax of f 3,625.28 lakhs against f 3,027.69 lakhs during the
previous ffinancial year, which is higher by 19.74%.
OUTLOOK
Your Company remains focused to increase its market share in all the key markets where
it operates to achieve signifcant growth in topline which would also result in better
bottom-line. Your Company has a strong manufacturing and marketing infrastructure with
presence in five continents besides strong Research & Development setup, experienced
and motivated Manpower.
Time ahead look challenging as Geo-political issues in Eurasia, higher infation
especially in U.K. and European Countries and recessionary trends in US and Europe are
certain threats to Global economy, however Domestic economy appears to be positive. Your
Company's majority of revenue is generated from exports, exchange rates fuctuations are a
matter of concern.
Medium term growth would be led by new businesses of downhole pumps and solar pumping
systems, which would substantially contribute to business growth. Introduction of new
products in the existing product line would improve your Company's ability to penetrate in
major sectors such as food & beverages, mining etc. In line with your Company's
vision, long term focus would be to attain a prominent position and to be among the frst
fve Global Positive Displacement Pump Manufacturer.
CONSOLIDATED FFINANCIAL STATEMENTS
The Consolidated Ffinancial Statements of the Company and its subsidiaries have been
prepared in accordance with Indian Accounting Standard 110 notifed by the Ministry of
Corporate Afairs, Government of India and f form part of the Annual Report.
The annual accounts of the subsidiaries and related inf formation are kept at the
Registered Ofce of the Company, as also at the registered ofces of the respective
subsidiary companies and will be available to investors seeking inf formation at any time.
PERF FORMANCE OF SUBSIDIARY COMPANIES a. Roto Pumps GmbH - a wholly owned
subsidiary in Germany engaged in the business of sales and marketing of the Company's
products in German region to service the customers more efectively. During the year, the
subsidiary has achieved a sales turnover of EURO 3,606,300.42 and earned a proft after tax
of Euro 190,987.32.
b. Roto Pumps Americas, Inc. - a wholly owned subsidiary in USA which has an
operating wholly owned subsidiary in the name and style of Roto Pumps North America, Inc.
Germany engaged in the business of sales and marketing of Company's products in American
region. During the year, the operating subsidiary has achieved a sales turnover of USD
3,425,928.75 and earned a proft after tax of USD 158,177.50.
c. Roto Overseas Pte. Ltd. - a wholly owned subsidiary in Singapore which has
operating subsidiaries per below- i. 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. Roto Overseas Pte Ltd holds almost 74.995% shares in the subsidiary. During the
year, the subsidiary achieved a sales turnover of Rand 31,675,813 and proft after tax of
Rand 2,239,518.
ii. Roto Pumps (Malaysia) Sdn. Bhd., Malaysia Germany is engaged in the business of
sales and marketing of the Company's products in Malaysia, Indonesia and Singapore. During
the year under review, the subsidiary has achieved sales turnover of MYR 7,041,251 and
proft after tax of MYR 980,794.
d. Roto Energy Systems Ltd. - a wholly owned subsidiary was incorporated to carry
on business of solar pumping systems. The Subsidiary is taking steps towards commencement
of its business operations. During the year under review, the subsidiary has achieved
sales turnover of f 3.00 lakhs and incurred a loss of f 140.66 lakhs.
e. Roto Pumps Mena FZE – a wholly owned subsidiary (WOS) in UAE was setup to
cater the MENA region. a company engaged in the business of sales and marketing of
Company's products in the MENA region. During the year, the subsidiary has achieved a
sales turnover of AED 743,546 and incurred a loss of AED 449,017.
A statement containing the salient features of ffinancial statements of the subsidiary
companies in the prescribed F form AOC-1 is annexed as per Annexure-A.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of the Loans, Guarantees and Investments have been disclosed in the note
no. 40 of the ffinancial statements, f forming a part of this Annual Report.
DEPOSITS
During the year under review, the Company has not accepted any deposits within the
meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits)
Rules, and as such no amount of principal or interest thereon was unpaid or unclaimed as
on 31st March, 2024.
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 signifcant 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.
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 ffinancial statements.
In adherence with the requirements of the Listing Regulations, the Company has adopted
a policy for dealing with Related Party
. Transactions the same is available on the website of the Company at
https://rotopumps.com/investors/policies/.
RISK MANAGEMENT
Your Company has f formulated a risk management policy to put in place a procedure to
inf form the Board about the risk assessment and minimization procedure. The Policy is
available on the Company's website https://www.rotopumps.com/investors/ policies. Further,
your Company has also constituted Risk Management Committee and defned the role and
responsibility of the Risk Management Committee.
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.
Your Company had adopted SAP software to strengthen its controls and processes which
has been implemented in India Operation. It has also been implemented at Overseas
Establishment in UK and Dubai and is being implemented in other Overseas Establishments in
phased manner. Further, its operations are being extended to cover other operational
activities and reporting structure where it has been put into operations. Full
implementation of SAP would allow integration of multiple locations on one platf form and
would bring tremendous synergy and improve overall efciency of the organization
signifcantly.
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 and review of internal controls system in 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
During the year Mrs. Kavita Bhatnagar (DIN: 10303852) was appointed as an Additional
Director (Non-Executive Independent
Director) on the Board of the Company for a term of fve years w.e.f. 30th
September, 2023. The members of the Company approved the appointment of Mrs. Bhatnagar as
an Independent Director by passing special resolution through postal ballot dated 10th
November, 2023.
Pursuant to the provisions of the Companies Act, 2013 read with the rules made
thereunder and the Articles of Association of the Company, Mr. Arvind Veer Gupta, Director
(DIN: 00334233) retires from the Board by rotation, and being eligible ofers himself for
re-appointment. The Board recommends his re-appointment.
There were no changes in the Key Managerial Personnel of the Company during the year.
After closure of ffinancial year 2023-24, the following appointments / re-appointments
are made:
a. Mr. Neeraj K Gupta (DIN: 02973442) has been appointed as an Additional Director
(Non-Executive Independent Director) for a tenure of 5 years from 9th August
2024.
b. Dr. Atul Agarwal (DIN: 00153186) has been appointed as an Additional Director
(Non-Executive Independent Director) for a tenure of 5 years from 9th August
2024.
c. Mr. Akhil Joshi (DIN: 06604954) has been re-appointed as an Independent Director of
the company for a tenure of 5 years from 9th August 2024.
d. Mr. Harish Chandra Gupta (DIN: 00334405) has been reappointed as the Chairman and
Managing Director of the Company for a tenure of 3 years from 1st April, 2025.
e. Mr. Anurag Gupta (DIN: 00334160) has been re-appointed as Jt. Managing Director of
the Company for a tenure of 3 years from 1st April, 2025.
f. Mr. Arvind Veer Gupta (DIN: 00334233) has been reappointed as Dy. Managing Director
of the Company for a tenure of 3 years from 1st April, 2025.
Necessary approval of the Members of the Company is being obtained at the ensuing
Annual General Meeting.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
In compliance with the Section 178 of the Act, read with the Rules issued thereunder
and Regulation 19 of the Listing Regulations the Board has f formulated and adopted a
comprehensive Nomination and Remuneration Policy for its Directors, Key Managerial
Personnel(s) and Senior Management and the same is available on the website of the Company
at https://rotopumps. com/investors/policies/.
The appointment and remuneration of Directors is recommended by the Nomination &
Remuneration Committee (NRC) and the remuneration paid to the Directors is in accordance
with the
Nomination and Remuneration Policy. The relevant inf formation has been disclosed in
the Corporate Governance report which f forms part of this Annual Report.
ANNUAL EVALUATION OF BOARD PERF FORMANCE AND PERF FORMANCE 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 perf formance, perf formance 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 Perf formance 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.
Your Company's Independent Directors meet at least once in a ffinancial 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 Afairs
and put forth their views. During the year under review, one meeting of the Independent
Directors was held on 30th March, 2024 where all the independent directors were
present.
BOARD, COMMITTEES AND THEIR MEETINGS
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.
Further the Board has accepted all the recommendations made by the Committees during
the year.
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 afairs of your Company at the end of the ffinancial year and of
the proft of your Company for the ffinancial year;
(c) The directors had taken proper and sufcient 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, 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 ffinancial controls to be followed by your
Company and that such internal ffinancial controls were adequate and were operating
efectively; 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 efectively.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has f formulated its Corporate Social Responsibility (CSR) Policy to
undertake the CSR activities as specifed in the Schedule VII to the Companies Act, 2013.
CSR Policy is available at http://www.rotopumps.com/investors/policies. The Annual Report
of CSR activity for the ffinancial year 2023-24 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. 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 f formal mechanism to
the Directors and employees to report their genuine 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 or director
who avail of the mechanism and also provides for direct access to the Chairman of the
Audit Committee.
It is afrmed that no personnel of your Company have 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. The policy is available on the Company's website at
https://rotopumps.com/investors/policies/.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FFINANCIAL POSITION OF THE
COMPANY
In the month of June, 2024, the Company has commenced commercial production of Downhole
Pumps at its new state of the art manufacturing facility at Greater Noida to cater the
demand of domestic and international market. Further, Roto Energy Systems Limited, a
wholly owned subsidiary has also lunched a product Roto Rudra - Solar Pumping Systems to
cater the demand globally.
Except to the above, there have been no other material changes and commitments afecting
the ffinancial position of the Company which have occurred between the end of the
ffinancial year as on 31st March, 2024, to which the ffinancial statements
relate and the date of this report. There has been no change in the nature of business of
the Company.
COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI
Your Company has complied with the requirements of the mandatory secretarial standards
issued by the Institute of Company Secretaries of India (ICSI).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS
No signifcant and 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 AND THEIR REPORTS a. Statutory Auditors
M/s. R. N. Marwah & Co. LLP, Chartered Accountants, New Delhi (Firm Registration
no. 001211N/N500019) were appointed as the Statutory Auditors of the Company for a period
of fve years to hold ofce from the conclusion of the 47th AGM till the
conclusion of the 52nd AGM of the Company to be held in the year 2027 by the
members of the Company at their Annual General Meeting held on 29th September,
2022.
Statutory Auditors have expressed their unmodifed opinion on the Standalone &
Consolidated Ffinancial Statements and their Reports do not contain any qualifcations,
reservations, adverse remarks or disclaimer.
b. Branch Auditors
The term of the Branch Auditors of the Warehouse and Marketing Ofces of the Company in
Australia and U.K., M/s Eric Townsend & Co., Chartered Accountants, Australia and M/s
Laytons, 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 ffinancial year 2024-25.
c. Cost Auditor
In terms of the provisions of Section 148(1) of the Companies Act, 2013, the Company
has maintained cost accounts and records in respect of the applicable products for the
year ended 31st March 2024.
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Board, on the recommendation of the
Audit Committee, at its meeting held on 09th August, 2024, has approved the
appointment of M/s. Chandra Wadhwa & Co., Cost Accountant, New Delhi (Firm
Registration No 00239) as the Cost Auditors for the Company for the ffinancial year ending
31st March, 2025. They are the Cost Auditor of the Company for the ffinancial
year 2023-24. Ratifcation of remuneration of the Cost Auditor for the ffinancial year
2024-25 by the shareholders of the Company is being sought at the ensuing Annual General
Meeting.
The Report of the Cost Auditor for the ffinancial year ended 31st March,
2024 shall be fled with the Ministry of Corporate Afairs within the prescribed period.
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 ffinancial year ended 31st March, 2024 is
annexed at Annexure- C.
There is no qualifcation, reservations, adverse remarks or disclaimer in the report of
the Secretarial Auditors.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT
None of the auditors of the Company have reported any frauds to the Audit Committee or
to the Board of Directors as specifed under Section 143(12) of the Act, including the
Rules framed thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The inf formation 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 Company has received necessary declarations from all the Independent Directors
confrming that they meet the criteria of independence as laid down in Section 149(6) of
the Act, along with the Schedule and Rules issued thereunder and Regulation 16(1) (b) of
the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confrmed that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgement and without any
external infuence. Further they have complied with the Code for Independent Directors
prescribed under Schedule IV of the Act and they have registered themselves with the
Independent Directors database maintained by the Indian Institute of Corporate Afairs
(IICA). There has been no change in the circumstances afecting their status as Independent
Directors of the Company.
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 confrmation / 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.
The brief details of the Independent Directors of the Company are as follows:
a) Dr. Ramesh Chandra Vaish
Dr. Ramesh Chandra Vaish, aged about 83 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 49 years of rich and varied experience with specialization in International
taxation and fnance, tax planning and of-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 fscal committees of FICCI and ASSOCHAM.
b) Mr. Anand Bordia
Mr. Anand Bordia, aged 80 years is a retired IRS Ofcer, holds degree in M.A. Mr. Bordia
has over 40 years of professional experience, most of which have 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
feld positions such as Commissioner of Customs and Director Audit. Mr. Bordia has also
worked in the Secretariat of Custom Cooperation Council, Brussels.
c) Mr. Basant Seth
Mr. Seth aged 72 years is a Science graduate from Banaras Hindu University, a qualifed
Chartered Accountant and also has Post Graduate Diploma in Bank Management from National
Institute of Bank Management, Pune. Mr. Seth has retired as Central Inf formation
Commissioner after successfully completing his tenure of fve years. Before joining the
Central Inf formation 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, Ffinancial
& Administrative matters.
d) Mr. Akhil Joshi
Mr. Akhil Joshi aged 65 years, superannuated as Director (Power) from Bharat Heavy
Electrical Limited (BHEL). He is a Mechanical Engineer and earned his degree of Mechanical
Engineering from Delhi College of Engineering in 1979. Mr. Akhil Joshi has almost four
decades of rich experience in Power Sector, International Operations Division and
Corporate Technology Management. During his tenure at the International Operations
Division, he played a key role in the strategic growth of the company's overseas business
in highly competitive markets such as the Middle East, South East Asia, the CIS region,
the Mediterranean and Europe. He successfully pioneered BHEL's maiden entry into a range
of overseas markets including, among others, Iraq, Vietnam, Belarus, Bangladesh, Cyprus
and Egypt. He played a pivotal role in negotiating and securing key EPC contracts for
power projects in Iraq under the Oil-for-Food program and securing approvals from the
Sanctions Committee of the United Nations.
e) Mrs. Kavita Bhatnagar
Mrs. Kavita Bhatnagar aged about 62 years is a retired Indian Revenue Service (IRS)
ofcer of 1988 Batch, has been superannuated as Chief Commissioner of Income Tax, Surat,
Gujarat on 31st August, 2022. She is having a rich experience of over 34 years
as IRS ofcer and having specialized in the feld of Company Law, Investigation and
Accountancy matters. She was engaged in various administrative, supervisory and leadership
roles during her carrier as Additional Commissioned of Income Tax, Pr. Commissioner of
Income Tax and Chief Commissioner of Income Tax. She has been a part of Central Board of
Direct Taxes (CBDT) and Income Tax Appellate Tribunal (ITAT).
f) Mr. Neeraj K Gupta
Mr. Neeraj K Gupta aged 60 years is an accomplished and highly experienced IAS ofcer
(1982 Batch, UP Cadre). He retired as Secretary, Ministry of Finance (Department of
Investment & Public Asset Management, Government of India) in 2018 and was
re-appointed by the President of India as Central Inf formation Commissioner of India;
completed his tenure in 2023.
Mr. Gupta, as the Central Inf formation Commissioner of India, oversaw transparency of
public authorities like RBI, SEBI, and Banks through the Right to Inf formation Act,
imposing penalties as needed. He also served as Secretary, Ministry of Finance,
contributing to Union Budgets in 2016, 2017, and 2018. Mr. Gupta chaired the National Task
Force for Promotion of Digital & Cashless Economy and managed government investments
in Central Public Sector Enterprises.
Mr. Gupta has extensive experience in foreign trade regulations, including bilateral
trade with Europe and CIS countries. He is well-versed in trade defense measures such as
antidumping, anti-subsidy, and safeguard duties, as well as bilateral/multilateral trade
negotiations. With over 40 years of experience, he has held senior positions in the
Ministry of Commerce & Industry and Ministry of Heavy Industries & Public Sector
Enterprises. He also served in various departments in the Government of Uttar Pradesh and
has a Bachelor of Engineering from IIT Roorkee (1979)
g) Dr. Atul Agarwal
Dr. Atul Agarwal aged 64 years is a Fellow member of the Institute of Chartered
Accountants of India and has over three decades in the feld of Corporate Governance,
Corporate Consulting, Strategic planning, Business Reengineering and development and
implementation of control systems.
Dr. Agarwal is a founder and senior partner of M/s Agarwal
& Saxena, Chartered Accountants. Dr. Agarwal was held position of Director in FCSL
Mutual Fund Trustee Ltd., Union Bank of India, Bank of India, Deposit Insurance and Credit
Guarantee Corporation, U.P. Stock Exchange Association Ltd. He awarded Ph.D. in Commerce
(Role of Mutual Funds in Financing of Industries in India) during 2001 by CSJM University
of Kanpur.
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 furnished 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 furnished at Annexure-F.
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: https://
www.rotopumps.com/investors/annual-returns/ 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, f
forms part of the Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT fBRSRf
The Business Responsibility and Sustainability Report on the environmental, social and
governance disclosures, as required under Regulation 34 (2) (f) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, f
forms part of the Annual Report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR
During the year under review, no such application made or proceeding pending against
your Company.
DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONEfTIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FFINANCIAL
INSTITUTIONS.
During the year under review your Company haven't entered into any one-time settlement.
OTHER DISCLOSURES
(a) The disclosure pertaining to explanation for any deviation or variation in
connection with certain terms of a public issue, rights issue, preferential issue, etc. is
not applicable to the Company.
(b) There was no revision of ffinancial statements and Board's Report of the Company
during the year under review.
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 confdence reposed
in the Company.
|
For and on behalf of the Board of Directors of |
|
Roto Pumps Limited |
|
Harish Chandra Gupta |
| Place: Delhi |
Chairman & Managing Director |
| Date: 09.08.2024 |
DIN: 00334405 |
|