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Raghav Productivity Enhancers Ltd.

BSE: 539837 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE912T01018
BSE 00:00 | 12 Aug 652.05 4.10
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NSE 05:30 | 01 Jan Raghav Productivity Enhancers Ltd
OPEN 641.35
PREVIOUS CLOSE 647.95
VOLUME 2709
52-Week high 869.10
52-Week low 434.00
P/E 35.28
Mkt Cap.(Rs cr) 709
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 641.35
CLOSE 647.95
VOLUME 2709
52-Week high 869.10
52-Week low 434.00
P/E 35.28
Mkt Cap.(Rs cr) 709
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Raghav Productivity Enhancers Ltd. (RAGHAVPRODUCT) - Director Report

Company director report

To

The Members

Raghav Productivity Enhancers Limited

We are delighted to present on behalf of Board of Directors the 13thAnnual Report of Raghav Productivity Enhancers Limited (the company or Raghav) along withAudited Financial Statement for the financial year ended March 31 2022

The consolidated performance of the Company and its subsidiaries hasbeen referred to wherever required.

1. FINANCIAL RESULTS

(Rs. In Lakhs except EPS)

Particulars Standalone Consolidated
31/03/2022 31/03/2021 31/03/2022 31/03/2021
Revenue from operations 10072.60 6457.93 10001.34 6457.93
Other Income 275.37 14.23 149.77 9.30
Total Income 10347.97 6472.16 10151.11 6467.23
Finance Costs 64.08 58.86 42.42 58.89
Depreciation and amortization expenses 235.38 215.56 224.16 215.56
Total Other Expenses 7581.38 5186.28 7791.28 5245.77
Profit/(Loss) Before Tax 2467.13 1227.02 2359.83 1221.46
Less: Tax Expenses 611.07 307.54 576.34 307.54
Net Profit/ (Loss) After Tax 1856.06 919.48 1783.49 913.92
Earnings per share (Basic) 16.55 9.05 15.90 8.99
Earnings per share (Diluted) 16.55 9.05 15.90 8.99

2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the year under review the revenue of the company has beensignificantly increased in comparison to the previous financial year. Your Company hasachieved standalone revenue from operations of `10072.60 Lakhs as compared to ` 6457.93Lakhs in the previous financial year which shows an increase of 60%. Operational Profit(PBT) stood at ` 2467.13 Lakhs as compared to ` 1227.02 Lakhs in the previous FinancialYear.

After deduction all expenses the company has earned Net Profit afterTax from operations of ` 1856.06 Lakhs in comparison to ` 919.48 Lakhs in the previousfinancial year; which shows an significant increase of 102%.

Further during the year under review the company has receivedinvestment of ` 3090.00 Lakhs by way of issuance of 15% Unsecured Compulsory ConvertibleDebentures (CCD's) being convertible into equity shares for the purpose of workingcapital and general corporate purposes.

During the year under review The Company is in process of setting up amanufacturing plant for manufacture of special grade of Ramming Mass and other Quartzrelated products.

 

Impact of COVID-19 Pandemic

The COVID-19 pandemic continued to be a global challenge creatingdisruption across the world. In the first three months of Financial Year 2022 the secondwave of the pandemic overwhelmed India's medical infrastructure. The Company has usedthe principles of prudence in applying judgments estimates and assumptions to assessoverall impact of the pandemic on the business and Financial Statements for the year endedMarch 31 2022. However due to the uncertainties associated with the pandemic the actualimpact may not be in line with current estimates. The Company will continue to closelymonitor any further development relating to COVID-19 which may have impact on businessand financial position. Further the impact assessment does not indicate any adverse impacton the ability of the company to continue as a going concern. The Company has developednew plant shade for the material storage purpose. The Company's vision is to maintainleadership through consistent quality improvements in manufacturing of Silica Ramming massand developing more quartz variants.

3. DIVIDEND

Your Company has always endeavored to retain a balance by providing anappropriate return to the Shareholders while simultaneously retaining a reasonable portionof the profit to maintain healthy financial leverage with a view to support and fund thefuture expansion plans.

The Board of Directors of Company has recommended and declare InterimDividend @5% (` 0.50/- per fully paid up equity share) amounting to ` 5.44 Crores. Thedividend has been paid to members whose names are furnished by National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) asbeneficial owners as on October 21 2021. Further Company has not transferred any amountto General Reserve.

The Securities and Exchange Board of India notified the SEBI (ListingObligations and Disclosure Requirements)(Second Amendment) Regulations 2021("ListingRegulations") on May 05 2021 and amended Regulation 43A- Dividend DistributionPolicy which requires top one thousand listed entities based on market capitalizationshall formulate a dividend distribution policy. For the Good Governance the Company hasformulated the Dividend Distribution Policy said regulations is available on theCompany's website and can be accessed at https://tiimg.tistatic.com/fm/1116159/dividend-distribution-policy.pdf and the dividend recommended is in accordance with theCompany's Dividend Distribution Policy.

The Board at its meeting held on May 14 2022 has recommended a finaldividend of ` 0.50/- per fully paid up equity share i.e 5.00% which is subject to theapproval of members at the ensuing Annual General Meeting to be held on July 25 2022. Thefinal dividend for F.Y. 2021-22 on equity shares if approved by the Members wouldinvolve a cash outflow of ` 5.44 Crore/-.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board doesn't propose to transfer any amount to GeneralReserve in terms of Section 134(3)(j) of the Companies Act 2013 ("the Act")forthe financial year ended on March 31 2022. Further the Balance specified in theindividual head is detailed as below:

(Rs. In Lakhs)
S. No. Reserve Head Opening Balance Addition Deduction Closing Balance
1. Securities Premium Account 1776.91 0.00 0.00 1776.91
2. Surplus/ Profit and Loss Account 3640.72 1856.06 (108.76) 5388.01

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during thefinancial year 2021-2022.

6. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINTVENTURES

Name of Company CIN Type
Raghav Productivity Solutions Private Limited U26990RJ2020PTC072716 Wholly owned Subsidiary

Raghav Productivity Solutions Private Limited is wholly OwnedSubsidiary of the company and engaged in the business of manufacturing and trading ofRamming Mass. During the year Company has suffered net loss of ` 2.61 Lakhs and no suchmajor activity has been done. There has been no material change in the nature of thebusiness of the subsidiary.

Pursuant to the provisions of section 129(3) of the Act the Companyhas prepared Consolidated Financial Statements which forms part of this Annual Report. Aseparate statement providing details of performance and salient features of the financialstatements of the Company's Subsidiary in prescribed Form AOC-1 is annexed as ‘Annexure-1'to this report.

The Audited Financial Statements including the consolidated financialstatements of the Company and all other documents required to be attached thereto isavailable on the Company's website and can be accessed at i.e. www.rammingmass. com.The financial statements of the subsidiary as required are available on theCompany's website and can be accessed at i.e. www.rammingmass.com. These documentswill also be available for inspection on all working days during business hours at theRegistered Office of the Company.

Further there was no Company which has ceased to be Company'sSubsidiary Joint Venture or Associate Company during the financial year ended on March31 2022.

7. CHANGES IN CAPITAL STRUCTURE

The Authorised Share Capital of the Company is ` 120000000 (RupeesTwelve Crores Only) divided into 12000000 (One Crore Twenty Lakhs) Equity Shares of `10.00 (Rupees Ten Only) each.

The Paid-up Share Capital of the Company is ` 108763000/- (RupeesTen Crores Eighty Seven Lakhs Sixty Three Thousand Only) divided into 10876300 (OneCrore Eight Lakhs Seventy Six Thousand Three Hundred) Equity Shares of ` 10.00 (Rupees TenOnly) each.

During the year there were no changes took place in the capitalstructure of the company.

8. ISSUANCE AND ALLOTMENT OF COMPULSORY CONVERTIBLE DEBENTURE(CCD's)

The Company in its Extra Ordinary General meeting (EGM) held onWednesday August 25 2021 approved the issuance 600000 Unlisted and UnsecuredCompulsorily Convertible Debentures ("CCDs") of the Company by way ofpreferential allotment on private placement basis as detailed below. The company hascompleted the allotment of CCD's on September 09 2021 which are convertible intoordinary Equity Shares of the Company at the end of 18 month from date of allotment ofCCD's at a conversion price of ` 515/- per equity share (appropriately adjustedfor corporate actions such as bonus issue rights issue stock split merger demerger orany such capital or corporate restructuring) to the following Investor;

S. No. Name of Investor No. of CCD(s) Face Value of each CCD Total consideration
1 Rakesh Jhunjhunwala 600000 ` 515/- ` 3090000000 /-

9. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2022 is available on the Company's website and can beaccessed at www.rammingmass.com

10. MATERIAL CHANGES AND COMMITMENTS

In pursuance to section 134(3) (L) of the Act no material changes andcommitments have occurred after the closure of the financial year to which the financialstatements relate till the date of this report affecting the financial position of theCompany.

11. MATERIAL ORDERS

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules 2014no significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.

12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Pursuant to the provisions of section 186 of the Act and Schedule V ofthe Listing Regulations the company has made investment in its wholly owned subsidiarydetails of which are provided in the financial statements. Further there are no loansgranted guarantees given or issued or securities provided by your Company in terms ofsection 186 of the Act read with the rules issued there under.

13. RELATED PARTY TRANSACTION

During the financial year ended March 31 2022 all transactions withthe Related Parties as defined under section 188 the Act read with rules framedthere-under and Regulation 23 of the Listing Regulations were in the ‘ordinary courseof business' and ‘at arm's length' basis. Your Company does not have a‘Material Subsidiary' as defined under Regulation 16(1)(c) of the ListingRegulations.

During the year under review the Company did not enter into anyRelated Party Transactions which require prior approval of the Members. All Related PartyTransactions of your Company had prior approval of the Audit Committee and the Board ofDirectors as required under the Listing Regulations. Subsequently the Audit Committeeand the Board have reviewed the Related Party Transactions on a periodic basis. During theyear under review there has been no materially significant Related Party Transactionshaving potential conflict with the interest of the Company except with the wholly ownedsubsidiary.

Further As per SEBI (LODR) Regulations 2015 and Companies Act 2013transactions entered into between a holding company and its wholly owned subsidiary isexempted from any type of approvals whether by Board or shareholders.

The particulars of material contracts or arrangements with relatedparties referred in section 188(1) of the Act in the Form AOC-2 is annexed herewithas ‘Annexure-2'. Necessary disclosures required under the AS-18 have been madein Note No. 38 of the Notes to the Financial Statements for the year ended March 31 2022.

Your Company has formulated a Policy on materiality of Related PartyTransactions and the said Policy has been uploaded on the website of the Company and canbe accessed at www.rammingmass.com. Further your Company has an internal mechanism forthe purpose of identification and monitoring of Related Party Transactions.

Further as per the Schedule V of Listing Regulations the disclosurerequirements regarding related party transaction are as detailed below:

Particulars Name of Entity Type Amount at the year- end (Rs. in Lacs) Maximum loan/ advances/ investment outstanding during the year (Rs. in Lacs)
Loans and Advances in the nature of loans to subsidiaries Raghav Productivity Solutions Private Limited Wholly owned subsidiary 4056.31 4056.31

14. CREDIT RATINGS

During the financial year 2021-2022 on the basis of recent developmentincluding operational and financial performance of the Company Credit Rating Agency-CRISIL has assigned stable rating as follows:

Facilities Ratings
Long Term Bank Facilities CRISIL A-/Stable

Further the company has been regular in making principal and interestrepayments to the Banks and financial institutions.

15. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financialyear ended on March 31 2022 and the attendance of the Directors are set out in theCorporate Governance Report which forms part of this report.

The frequency of Board Meetings and quorum at such meetings were inaccordance with the Act the Listing Regulations and Secretarial Standards-1 on Meetingsof the Board of Directors issued by ICSI. The intervening gap between any two meetings waswithin the period prescribed by the Act and the Listing Regulations.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management servesthe short and long term interests of shareholders and other stakeholders. This belief isreflected in our governance practices under which we strive to maintain an effectiveinformed and independent Board of Directors and keep our governance practices undercontinuous review.

As on March 31 2022 the total Board strength comprises of 6 Directorsout of which 3 Directors are Executive Directors and 3 are Non- Executive IndependentDirectors. All Independent Directors of the company as on the date of this report havealso registered on Independent Directors in Database of IICA for Independent Directors.

The Company's Board Members are from diverse backgrounds withskills and experience in critical areas like Marketing Finance & Taxation EconomicsLaw Governance etc. Further all Independent Directors are persons of eminence and bringa wide range of expertise and experience to the board thereby ensuring the best interestsof stakeholders and the Company. They take active part at the Board and Committee Meetingsby providing valuable guidance to the management on various aspects of Business PolicyDirection Compliance etc. and play critical role on issues which enhances thetransparency and add value in the decision making process of the Board of Directors. Thecomposition of the Board also complies with the provisions of the Act and Regulation 17(1)of Listing Regulations. The Board reviews its strength and composition from time to timeto ensure that it remains aligned with the statutory as well as business requirements.

During the year under review the following changes occurred in theBoard of Directors:

A) Retire By Rotation

In accordance with the provisions of the Articles of Association of theCompany read with Section 152 of the Act Mr. Rajesh Kabra Managing Director of theCompany was liable to retire by rotation at the 12th Annual General Meeting of the companyand was appointed therein.

• In accordance with the provisions of Articles of Association ofthe Company read with Section 152 of the Act Mrs. Krishna Kabra Whole-time Director ofthe company whose office is liable to retire at the ensuing Annual General Meeting beingeligible seeks reappointment. Based on performance evaluation and the recommendation ofthe Nomination and Remuneration Committee the Board recommends her reappointment.

B) Appointment of Director

Mr. Hemant Nerurkar Madhusudan was appointed as an Additional Directorby Board of Directors of the Company on November 30 2021.

• Mr. Amar Lal Daultani was appointed as an Additional Director byBoard of Directors of the Company on March 12 2022.

C) Resignation of Director

Mr. Rajesh Malhotra Independent Director of the company has resignedfrom the post of directorship of the company w.e.f. November 30 2021.The Board place onrecord its appreciation for the assistance and guidance provided by him during his tenureas Director of the Company.

• Due to exceeding the permitted number of Board appointmentsinadvertently while joining the Board of Raghav Productivity Enhancers Limited Mr. HemantNerurkar Madhusudan has ceased from the post of directorship of the company w.e.f.December 14 2021

After the Closure of the year under review the following changesoccurred in the Board of Directors:

A) Resignation of Director

Mr. Amar Lal Daultani Independent Director of the company has resignedfrom the post of directorship of the company w.e.f. June 10 2022 due to expiry of histenure as per regulation 17(1c) of SEBI (LODR) Regulations 2015. The Board place onrecord its appreciation for the assistance and guidance provided by him during his tenureas Director of the Company.

B) Appointment of Director

• The company has duly appointed back Mr. Hemant NerurkarMadhusudan after going through the eligibility as per the Act the Board has appointed himas an Additional Director on May 14 2022 and it is proposed to appoint him for the termof 5 consecutive years as per terms and condition defined under resolution in the Noticeof Annual General Meeting.

• The Company has proposed the appointment of Mr. Amar LalDaultani as Independent Director of the Company for the term of 5 consecutive years as perterms and condition defined under resolution in the Notice of Annual General Meeting.

Necessary resolutions for the appointment/ re- appointment of aforesaidDirectors wherever applicable have been incorporated in the notice convening the ensuingAGM. As required under the listing regulations and Secretarial Standards on GeneralMeetings issued by ICSI the relevant details of Directors retiring by rotation and/orseeking appointment/re-appointment at the ensuing AGM are furnished as ‘AnnexureA' to the notice of AGM.

None of the Directors of the Company are disqualified/ debarred as perthe applicable provisions of the Act and the Securities and Exchange Board of India.

17. NUMBER OF MEETINGS OF THE BOARD

Nine (9) meetings of the Board were held during the year. For detailsof meetings of the Board please refer to the Corporate Governance Report which is a partof this report.

18. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the followingCommittees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

The Committees' composition charters and meetings held during theyear and attendance thereat are given in the Report on Corporate Governance forming partof this Annual Report.

19. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations all Independent Directors of the Company have givendeclaration that they meet the criteria of independence.

It is to be further noted that and per the provisions of Rule 6 of theCompanies (Appointment and Qualifications of Directors) Rules 2014 all three IndependentDirectors of the company have registered their name as Independent Directors in Databaseof IICA and Mr. Govind Saboo and has passed the online proficiency self-assessment testand Mr. Praveen Totla Mr. Amar Lal Daultani and Mr. Hemant Nerurkar Madhusudan areexempted to clear the said online proficiency self-assessment test.

The terms & conditions for the appointment of Independent Directorsare given on the website of the Company' website and can be accessed at i.e.www.rammingmass.com

Further in terms of Regulation 25(8) of the Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties. The Independent Directors have also confirmed that theyhave complied with the Company's code of conduct prescribed in Schedule IV to theAct.

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the ListingRegulations the Company has put in place a familiarization programme for the IndependentDirectors with regard to their roles rights and responsibilities in the Company andprovides details regarding the nature of the industry in which the Company operates thebusiness models of the Company etc. which aims to provide insight to the IndependentDirectors to understand the business of the Company. Upon induction the IndependentDirectors are familiarized with their roles rights and responsibilities.

The details of the familiarization program for Independent Directorsare available on the Company's website and can be accessed at www.rammingmass.com

21. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and Listing Regulations.

The performance evaluation of the Board was based on criteria such ascomposition and role of the Board Board communication and relationships functioning ofBoard Committees of Board processes manner of conducting the meetings review ofperformance of Executive Directors value addition of the Board members and corporategovernance succession planning strategic planning etc.

The performance of the committees was evaluated by the Board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.

The above criteria are broadly based on the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017. In aseparate meeting of independent directors performance of non-independent directors theBoard as a whole and Chairman of the Company was evaluated taking into account the viewsof executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as the contribution ofthe individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.

At the board meeting that followed the meeting of the independentdirectors and meeting of Nomination and Remuneration Committee the performance of theBoard its Committees and individual directors was also discussed. Performance evaluationof independent directors was done by the entire Board excluding the independent directorbeing evaluated.

The Board founded the evaluation satisfactory and no observations wereraised during the said evaluation in current year as well as in previous year

22. AUDITOR AND REPORT THEREON

Statutory Auditor

M/s. A. Bafna & Co. Chartered Accountants Jaipur (FirmRegistration Number: 03185C) were appointed as Statutory Auditors of the Company at theAnnual General Meeting held on June 25 2021for a period of five years from the conclusionof 12thAnnual General Meeting till the conclusion of 17th AnnualGeneral Meeting to be held in year 2026.

In this regard and rules made there-under the Company has receivedcertificate from the in accordance with provisions of Section 141 of the Act.

M/s. A. Bafna & Co. Chartered Accountants have submitted theirReport on the Financial Statements of the Company for the Financial Year 2021-22 whichforms part of the Annual Report 2021-22.

There are no observations (including any qualification reservationadverse remark or disclaimer) of the Auditors in their Audit Reports that may call for anyexplanation from the Directors.

As per sub section 12 of section 143 of the Act during the financialyear no fraud was reported bythe Auditor of the Company in their Audit Report.

Secretarial Auditor

The Board of the company in compliance with section 204 of the Act readwith Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 appointed M/s ARMS & Associates LLP Company Secretaries (FRN P2011RJ023700) asthe Secretarial Auditor to conduct the audit of the secretarial records of the company forthe Financial Year 2021-2022.

An Audit Report issued in form MR-3 by M/s. ARMS & Associates LLPCompany Secretaries in respect of the Secretarial Audit of the Company for the financialyear ended on March 31 2022 is attached as ‘Annexure 3' to this Report.The report doesn't contain any reservation qualification or adverse mark.

There are no qualifications or observations or adverse remarks ordisclaimer of the Secretarial Auditors in the Report issued by them for the financial year2021-2022 which call for any explanation from the Board of Directors.

During the financial year 2021-2022 no fraud was reported by theSecretarial Auditor of the Company in their Audit Report.

The Board has re-appointed M/s ARMS & Associates LLP CompanySecretaries as Secretarial Auditors to conduct the secretarial audit of the Company forthe financial year 2022-2023. They have confirmed that they are eligible for the saidappointment.

> Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report forthe financial year ended March 31 2022from M/s. ARMS & Associates LLP in compliancewith the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/CMD1/27/2019 dated February 8 2019. The said Report for the financial year ended March31 2022 has been submitted to the Stock Exchanges within the prescribed statutorytimelines and annexed to the Report on Corporate Governance.

Internal Auditor

In accordance with the provisions of section 138 of the Act and rulesmade thereunder the Board of Directors of the Company has appointed M/s Ravi Sharma &Co. Chartered Accountants Jaipur (FRN: 015143C) as Internal Auditor of the Company forthe financial year 2021-2022.

The Internal Audit Report was received yearly by the Company and thesame were reviewed and approved by the Audit Committee and Board of Directors. The yearlyInternal Audit Report received for the financial Year 2021-2022is free from anyqualification further the notes on accounts are self-explanatory and the observationswere looked into by the management.

During the financial year 2021-2022 no fraud was reported by theInternal Auditor of the Company in their Audit Report.

M/s Ravi Sharma & Co. Chartered Accountants Jaipur have beenre-appointed by the Board to conduct the Internal Audit of the Company for the financialyear 2022-2023.

23. INSIDER TRADING PREVENTION CODE

Pursuant to the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015 and amendments thereto theCompany has adopted an ‘Internal Code of Conduct for Regulating Monitoring andReporting of Trades by Designated Persons' ("the Code").

The Code is applicable to Promoters Member of Promoter's Groupall Directors and such Designated Employees and other connected persons who are expectedto have access to unpublished price sensitive information relating to the Company. TheCompany Secretary is the Compliance Officer for regulate monitor and report tradingadherence to the PIT Regulations. The same is available on the website of the Company atwww.rammingmass.com

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the Section 177(9) of the Act and Regulation 22 of the SEBIListing Regulations and SEBI (Prohibition of Insider Trading) Regulations 2015 asamended the company has set up a Direct Touch initiative under which all Directorsemployees/ business associates have direct access to the Chairman of the Audit Committeefor this purpose. The Company promotes ethical behavior in all its business activities andin line with the best international governance practices Raghav has established a systemthrough which Directors employees and business associates may report unethical behaviormalpractices wrongful conduct fraud violation of Company's code of conduct withoutfear of reprisal. The Whistle-Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the Management notice concernsabout unethical behavior malpractice wrongful conduct actual or suspected fraud orviolation of policies.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

The above mechanism has been appropriately communicated within theCompany across all levels and has been displayed on the Company's intranet as well ason the Company's website and can be accessed at www.rammingmass.com

During the financial year no whistle blower event was reported andmechanism is functioning well. The Audit Committee periodically reviews the existence andfunctioning of the mechanism. It reviews the status of complaints received under thispolicy on regular basis. The Committee has in its report affirmed that no personnel havebeen denied access to the Audit Committee.

25. CORPORATE SOCIAL RESPONSIBILITY

The company's CSR initiatives and activities are aligned to therequirements of Section 135 of the Act. The brief outline of the CSR policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in "Annexure 4" of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014.

For other details regarding the CSR Committee please refer to theCorporate Governance Report which is a part of this report. This Policy is available onthe Company's website and can be accessed at https://tiimg.tistatic.com/fm/1116159/csr-policy-new.pdf

26. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policyunder which all key risk and mitigation plan are compiled in three stages i.e. Riskassessment/ evaluation Risk Reporting and Management of the risk evaluated and reported.The objective of the policy is to create and protect shareholders' value byminimizing threats or losses and identifying and maximizing opportunities. The RiskManagement Policy defines the risk management approach across the enterprise at variouslevels including documentation and reporting. This Policy is available on theCompany's website and can be accessed www.rammingmass.com

27. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUALHARASSMENT AT WORKPLACE

In order to prevent sexual harassment of women at workplace "TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013" was notified on December 09 2013 under the said Act every Company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at workplace of any women employee.

In terms of the provisions of the said Act the Company has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an "Internal Complaints Committee" forprevention and redressal of sexual harassment at Workplace. The Committee is havingrequisite members and is chaired by a senior woman member of the organization. Furtherthe Company has not received any complaint of sexual harassment during the financial year2021-2022.During the financial year 2021-2022 no complaint has been received by themembers of the committee. Hence no complaint is pending at the end of the financial year.

28. NOMINATION AND REMUNERATION POLICY

The Company's policy on Appointment and Remuneration of DirectorsSenior Management Personnel and other matters as per the provisions of section 178 (3) ofthe Act is available on the Company's website and can be accessed atwww.rammingmass.com

Further the silent features of the policy have been disclosed in theCorporate Governance Report which is a part of this Report.

29. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of the remuneration exceedingthe limits prescribed under section 197(2) read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 of the Companies Act2013 during the year under review. Following is the list of the top ten employees of theCompany:

S. No. Employee Name Salary Paid Designation (Amount in Rs.)
1 Sanjay Kabra 4800000/- Whole-Time Director
2 Rajesh Kabra 1800000/- Managing Director
3 Vijay Kumar Paliwal 1140000/- Technical-President
4 Pawan Kumar Yadav 874500/- Senior Manager- Technical
5 Bunny Sadhnani 840000/- Chief Accounts Officer
6 Deepak Jaju 648000/- Chief Financial Officer
7 Raghav Kabra 660000/- Chief Operating Officer
8 Krishna Kabra 600000/- Whole-Time Director
9 Prabhat Jena 533500 Manager-Technical
10 Pradeep Kumar Jena 528000/- Manager-Technical

The ratio of the remuneration of each director to the medianemployee'sremuneration and other detailsin term ofsection 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as ‘Annexure-5'

30. DEPOSITS FROM PUBLIC

During the financial year under review the Company has neither invitednor accepted or renewed any deposit from public shareholders or employees and no amountof principal or interest on deposits from public is outstanding as at the Balance Sheetdate in terms of provisions of section 73 to 76 of the Act read with the Companies(Acceptance of Deposits) Rules 2014.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY

The details in respect of internal financial control and their adequacyare included in the Management Discussion and Analysis which is a part of this report.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO

Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3)of the Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as ‘Annexure 6'to this report.

33. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

The company has not made any application during the financial year2021-2022. Further the detailed status of cases at the end of the financial year whichcompany made under the Insolvency and Bankruptcy Code 2016 as required under theprovisions of the Act are mentioned below:

Sr. No. Name of Respondent NCLT Bench Status as on March 31 2022
1 Jeppiar Furnace and Steels Private Limited Chennai Bench Settled
2 MSM Steels Private Limited Mumbai Dismissed as CIRP was already initiated against the corporate debtor
3 MSP Metallics Limited Kolkata Dismissed as NCLT dismissed the case.
4 MaithanIspat Limited Kolkata Settled and CIRP withdrawn
5 R.L. Steel and Energy Limited Delhi Dismissed as CIRP was already initiated against the corporate debtor

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review asstipulated under Listing Regulations is presented in a separate section forming part ofthis Report.

35. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governanceas stipulated under the listing regulations. The corporate governance report andcertificate from practicing Company Secretary confirming compliance of conditions asrequired by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations areforming part of this Report.

36. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIORMANAGEMENT

The code of conduct has been circulated to all the members of the Boardand Senior Management Personnel and they have affirmed their compliance with the said codeof conduct for the financial year ended on March 31 2022.

A declaration to this effect signed by Mr. Rajesh Kabra ManagingDirector and Mr. Deepak Jaju Chief Financial Officer of the Company stating that themembers of Board of Directors and Senior Management Personnel have affirmed compliancewith the code of conduct of Board of Directors and senior management is annexed as "AnnexureA" to the Corporate Governance Report forming part of this Report.

37. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Ltd. on the MainBoard Platform in the list of ‘B' Group. Further the Annual Listing Fees for theFinancial Year 2022-2023 have been duly paid by the company.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

Pursuant to sections 124 and 125 of the Act read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") there was no dividend which is unclaimed/ unpaid for morethan seven years hence the company is not required to transfer any amount to InvestorEducation and Protection Fund.

39. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that:

i) in the preparation of annual accounts the applicable accounting standards have beenfollowed and there are no material departures;

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of the affairs of the Company at the end of financial year and of the profitof the Company for that year;

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and are operatingeffectively.

40. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standardsi.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGEMENT

Your Board is grateful for the continuous patronage of our valuedcustomers and remains committed to serving their needs by delivering more style andcomfort at every step. Our Board acknowledges and appreciates the relentless efforts byemployees workmen and staff including the Management headed by the Executive Directorswho have all worked together as a team in achieving a commendable business performanceyear on year.

Your Board wishes to place on record their appreciation for theco-operation and support received from the Banks Government Authorities CustomersSuppliers BSE CDSL NSDL Business Associates Shareholders Auditors FinancialInstitutions and other individuals/ bodies for their continued co-operation and support.

Your Board wishes to place on record its deep appreciation of theIndependent Directors and the Non-Executive Directors of the Company for their greatcontribution by way of strategic guidance sharing of knowledge experience and wisdomwhich helps your Company to take the right decisions in achieving its business goals andto maintain its position as one of the leading players in the Ramming Mass industry inIndia and around the world.

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