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Raideep Industries Ltd.

BSE: 540270 Sector: Others
NSE: N.A. ISIN Code: INE923R01019
BSE 05:30 | 01 Jan Raideep Industries Ltd
NSE 05:30 | 01 Jan Raideep Industries Ltd

Raideep Industries Ltd. (RAIDEEPINDUSTRI) - Director Report

Company director report

To

The Shareholders of the Company

Your Directors are pleased to present this 26thAnnual Report together withthe Audited Annual Financial Statementsfor the year ended March 31 2021.

COVID-19 PANDEMIC

The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact onthe financial well-being of nations corporations and individuals. A detailed discussionon impact of COVID-19 on the business and operations of the Company is covered in the‘Management Discussion and Analysis Report.'

CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM

In view of the prevailing COVID-19 situation and consequent lockdown across thecountry the Ministry of Corporate Affairs (MCA) has exempted companies from circulationof physical copies of Annual Report for FY 20-21. Accordingly the Annual Report of theCompany for FY 20-21 is being sent only by email to the members and all otherpersons/entities entitled to receive the same.

This Annual Report along with other documents is also available on the Company'swebsite at https:// www.raideepindustries.com/

FINANCIAL HIGHLIGHTS- AT A GLANCE Overall Performance of your Company

The Financial Year 2020-21 had been a little tumultuous for the Company as your Companyhas shown a conventionalperformance during the year under review and despite all the oddsfaced by the Company bottomline of the company has improved. The net Profit of yourCompany had gone up from Rs.1079536.42/- in the Financial Year 2019-20 toRs.1575334.80/- in the Financial Year 2020-21 on standalone basis but there was declinein profit from Rs.8677396.42 in the FY year ending 2019-20 to Rs.7374773.80 in theFinancial year ending 2020-21 on Consolidated basis.

The financial summary performance highlights operations/state of affair of yourCompanyfor the year are summarized below: Amount (In Rupees)

PARTICULARS Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Income from Business Operations 196205578.08 223542680.96 196205578.08 223542679.96
Other Income 5508018.00 3617523.00 11307457.00 11215383.00
Total Income 201713596.08 227160202.96 207513035.08 234758062.96
Less: Expenditure except Depreciation 198907956.28 225070689.54 198907956.28 225070689.54
Profit/Loss before Depreciation and Tax 2805639.80 2089513.42 8605078.80 9687373.42
Less: Depreciation 700478.00 650480.00 700478.00 650480.00
Profit/Loss before Tax 2105161.80 1439033.42 7904600.80 9036893.42
Less: Tax Expense 475211.00 359476.00 475211.00 359476.00
Add: Deferred Tax Asset 54616.00 21.00 54616.00 21.00
Add: MAT Credit Entitlement - - - -
Less: Prior Period Taxes - - -
Net Profit/Loss after tax 1575334.80 1079536.42 7374773.80 8677396.42
Add: Other Comprehensive Income - - -
Net Profit/Loss for the period 1575334.80 1079536.42 7374773.80 8677396.42
Earnings per share:
Basic 0.29 0.20 1.34 1.58
Diluted 0.29 0.20 1.34 1.58

DIVIDEND

With a view of augmenting financial resources for generating stable growth in futurethe Board of Directors of the company have not declared any dividend for the currentfinancial year.

RESERVES

The Board proposes no amount to transfer to the reserves and an amount of Rs.1575334.80/-is proposed to be retained in surplus.

SHARE CAPITAL

There was no change under the Share Capital during the year under review as the Companyhas not issued any shares including Equity Shares Shares with Differential Voting RightsStock Options Sweat Equity etc. The Company has not bought back any equity shares duringthe year 2020-21.

As on 31st March 2021 paid-up share capital of the Company stood at Rs.55080000/- consisting of 5508000 Equity Share of Rs. 10/- each.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.

DEPOSITS

During the year under review the Company has not accepted any deposits in terms ofSection 73 of the Companies Act 2013.There were no unclaimed deposits at the end ofFinancial Year i.e. 31stMarch 2021.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company has three Associate Companies. A statement about Associate Companies ismentioned in Form AOC-1 marked as "Annexure-A" with thisreport.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re – Appointment Resignation DeathDis-qualification variation madeor withdrawn etc. are as follows:

S. No. Name Designation Nature of Change With Effect From
1. Mr. Davinder Singh Non- Executive Director Resignation 15.05.2020
2. Ms. Sunayana Puri* Company Secretary & Compliance Officer Appointment 03.07.2020
3. Mr. Paramjit Bhalla Whole-Time Director Re-appointment at AGM held on 29.12.2020 30.03.2020
4. Mr. Inderbir Singh Independent Director Re-appointment at AGM held on 29.12.2020 26.09.2020

 

The Board places on record its appreciation for the services rendered by Mr. DavinderSingh who resigned from the office of Director of the Company w.e.f.15.05.2020.

*Ms. Sunayana Puri Company Secretary & Compliance Officerresigned from her Postfrom the Company w.e.f.31.07.2021.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7)that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in FormMGT-9 is annexed herewith as "Annexure-C".It can be accessed on the website of the company athttps://www.raideepindustries.com/

NUMBER OF MEETINGS OF THE BOARD

During the period the Board of Directors of your Company met 6 times. The dates onwhich the meetings were held are 15.05.2020 30.07.2020 14.09.2020 10.11.202001.12.2020 13.02.2021 and the gap requirement of 120 days between two meetings havebeen complied with. The necessary quorum was present for all the meetings. The Informationrelating to the each Director's attendance in the Board meetings held during the year isprovided under the Corporate Governance Report.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.The Composition of AuditCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition ofthe Committee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.

VIGIL MECHANISM

The Vigil MechanismPolicy of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.

BOARD ANNUAL EVALUATION

The provisionsofsection 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.

STATUTORY AUDITOR& SECRETARIAL AUDITORWITH THEIR QUALIFICATION RESERVATIONORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

The members at the Annual General Meeting held on 27th August 2018appointed M/s Kumar & Gupta Chartered Accountants (FRN:020247N) asStatutory Auditors of the Company for a period of Five yearsto hold office till theconclusion of 28thAnnual General Meeting of the Company.

Qualification(s) and Directors' comments on the report of Statutory Auditor:

The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.

B. SECRETARIAL AUDITOR

Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s. Jain P & Associates Company Secretaries to undertakeSecretarial Audit of the Company.

The Secretarial Audit was conducted by Ms. Preeti Mittal Company Secretaryand the report thereon is annexed herewith as "Annexure-D".

Qualification(s) and Directors' comments on the report of Secretarial Auditor:

Observations in the report are on the basis of facts and are self-explanatory.

Annual Secretarial Compliance Report

The provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure)Regulations 2015 are not applicable on the Company.

C. INTERNAL AUDITOR

The Company had appointedInternal Auditor of the Company to carry out the InternalAudit Functions. The Internal Auditor submits a "Quarterly Report" to the AuditCommittee for its review.

D. COST AUDITOR

Your directors are pleased to inform you that the Company does not fall under thecriteria as specified under Section 148 (1) Of Companies Act 2013 read with Companies(Cost Record and Audit) Rules 2018 for maintenance of cost accounts. Therefore theCompany is not required to maintain the cost records in respect of its products/ service.Therefore no requirement of Appointment of Cost Auditor arises.

REPORTING OF FRAUDS

There was no instance of fraud during the year underreview which required theStatutory Auditors to reportto the Audit Committee and / or Board under Section143(12) ofAct and Rules framed thereunder.

PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

The Company has not given any loan(s) or guarantee(s) and has not made any investmentcovered under the provision of the Section 186 of the Companies Act 2013 during the yearunder review.

However the information relating to the investment made by the Company in the previousFinancial Year are provided under the Balance sheet and its related notes.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013

All contracts/arrangements/transactions entered into during the financial year with therelated parties were on arm's length basis and were in the ordinary course of business asdisclosed in financial statement. Form AOC-2 is attached as "Annexure-B".

MATERIAL CHANGES AND COMMITMENTS IF ANYAFFECTING THE FINANCIAL POSITION OF THECOMPANY

There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

To the best of the Management's knowledge there has been no material order passed byany regulator or Court or Tribunal impacting the Going Concern status of the Company'soperations.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO

The requisite information with regard to conservation of energytechnology absorptionand foreign exchange earnings and outgoin terms of the Section 134(3)(m) of the CompaniesAct 2013 readwith Companies (Accounts) Rules 2014 is given below:

Conservation of energy
1. the steps taken or impact on conservation of energy NIL
2. the steps taken by the company for utilizing alternate sources of energy NIL
3. the capital investment on energy conservation equipment NIL
Technology absorption
1. the efforts made towards technology absorption NIL
2. the benefits derived like product improvement cost reduction product development or import substitution NIL
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) NIL
4. the details of technology imported NIL
5. the year of import NIL
6. whether the technology been fully absorbed NIL
7. if not fully absorbed areas where absorption has not taken place and the reasons thereof; and NIL
8. the expenditure incurred on Research and Development NIL
Foreign exchange earnings and Outgo
1. The Foreign Exchange earned in terms of actual inflows during the year NIL
2. The Foreign Exchange outgo during the year in terms of actual outflows NIL

Further there were no foreign exchange earnings and outgo during the year underreview.

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. The whistle blower policy isuploaded on the website of the Company and can be accessedathttp://www.raideepindustries.com/wp-content/uploads/2017/12/Policies_Done_Vigil-Mechanism-Policy_Raideep.pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013" and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.

Number of complaints received Number of complaints disposed of Number of complaints pending more than ninety days Number of workshops or awareness programme against sexual harassment
NIL

CORPORATE GOVERNANCE REPORT

As per Reg. 34 of SEBI Regulation 2015 to be read with Part-A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the Practicing Company Secretary confirmingcompliance forms an integral part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal FinancialControl systemcommensurate with the size scale and complexityof its operation. The system encompassesthe major processes toensure reliability of financial reporting compliance withpoliciesprocedures laws and regulations safeguarding of assets andeconomical andefficient use of resources.

The Company has performed an evaluation and made anassessment of the adequacy and theeffectiveness of the Company'sInternal Financial Control System. The Statutory Auditors oftheCompany have also reviewed the Internal Financial Control systemimplemented by theCompany on the financial reporting and intheir opinion the Company has in all materialrespects adequate internal Financial Control system over Financial Reporting andsuchControls over Financial Reporting were operatingeffectively as on 31stMarch2021 based on the internal control over financial reporting criteria established by theCompany.

The policies and procedures adopted by the Company ensuresthe orderly and efficientconduct of its business and adherenceto the company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparationof reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework.

Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.

PARTICULARS OF EMPLOYEES

None of the employees of your Company is in receipt of remuneration requiringdisclosure pursuantto the provisions of Section 197 read with the Companies (Appointmentand Remuneration ofManagerial Personnel) Rules 2014; hence no such particulars areannexed.

The particulars of the employees who are covered by the Provisions contained in rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are: a) Employed throughout the year: 08 (Eight) b) Employed forpart of the year : NIL

The remuneration paid to all Key Managerial Personnel was in accordance with theremuneration policy as adopted by the company.

Disclosure as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014{for listed entities}

(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;Nil (ii) the percentage increase inremuneration of each director Chief Financial Officer Chief Executive Officer CompanySecretary or Manager if any in the financial year;Nil (iii) the percentage increase inthe median remuneration of employees in the financial year; Nil (iv) the number ofpermanent employees on the rolls of company; 08 (Eight) (v) average percentile increasealready made in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerialremuneration and justification thereof and point out if there are any exceptionalcircumstances for increase in the managerial remuneration; Nil The remuneration paid toall Key Managerial Personnel was in accordance with the remuneration policy as adopted bythe company.

Disclosure as per Rule 5(2) & 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014

The details of the top ten employees in terms of remuneration drawn and the name ofevery employee is attached as "Annexure-F" REMUNERATION POLICY OF DIRECTORSAND KEY MANAGERIAL PERSONNEL

The Board on the recommendation of Nomination &Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.

FAMILIARIZATION POLICY

Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.

LISTING AGREEMENT

The shares of the Company are presently listed at BSE Limited and the Calcutta StockExchange Limited. All statutory dues including Annual Listing Fees for the Financial Year2021-22 has been paid by the Company.

CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS 2015

The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company at their meeting held on March 06 2021.Additionally all Independent Directors of the company shall be bound by duties ofIndependent Directors as set out in Companies Act 2013 to be read with SEBI ListingRegulations 2015.

All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.

CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER TRADING) REGULATIONS 2015

The Board of Directors has laid down the Code of Practices and Procedures for FairDisclosures ofUnpublished Price Sensitive Informationas per Regulation 8(1) of SEBI(Prevention of Insider Trading) Regulations 2015&Code of Conduct to Regulate Monitorand Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention ofInsider Trading) Regulations 2015 at their meeting held on March 06 2021.

DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OFSEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

With reference to Regulation 32 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the disclosure of Statement of Deviation(s) orVariation(s) as per the said regulation is not applicable to the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:

(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures; (b) theDirectors had selected such accounting policies and applied them consistently and madejudgments & estimates that are reasonable and prudent so as to give a true & fairview of the state of affairs of the company at the end of the financial year and of theprofit & loss of the Company for that period ; (c) The Directors had taken proper& sufficient care for the maintenance of adequate accounting records in accordancewith the provisions of this act for safeguarding the assets of the company and forpreventing & detecting fraud & other irregularities; (d) The Directors hadprepared the Annual Accounts on a going concern basis; (e) The Directors had laid downInternal Financial Controls to be followed by the Company and such controls are adequateand are operating effectively; (f) The Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including FinancialInstitutionsBanks Governmental authoritiesEmployeesworkers and other businessassociates who have extended their valuable support and encouragement during the yearunder review.

Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued stakeholders.

By Order of the Board of Directors
For Raideep Industries Limited
Date: 02.09.2021 Rai Sahib Paramjit Bhalla
Place: Ludhiana Managing Director Whole Time Director
DIN: 01582498 DIN: 01875313

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