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Rajkumar Forge Ltd.

BSE: 513369 Sector: Engineering
NSE: N.A. ISIN Code: INE013J01016
BSE 00:00 | 25 Jan 48.50 0
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NSE 05:30 | 01 Jan Rajkumar Forge Ltd
OPEN 45.20
PREVIOUS CLOSE 48.50
VOLUME 1077
52-Week high 72.00
52-Week low 32.00
P/E 19.25
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 45.20
CLOSE 48.50
VOLUME 1077
52-Week high 72.00
52-Week low 32.00
P/E 19.25
Mkt Cap.(Rs cr) 53
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rajkumar Forge Ltd. (RAJKUMARFORGE) - Director Report

Company director report

Dear Members

Your directors are pleased to present the 31st Annual Report of RajkumarForge Limited ("the Company") along with the Audited Financial Statements forthe financial year ended March 31 2021.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
Particulars Financial Year 2020-21 Financial Year 2019-20
Revenue from Operation (Net of Taxes) 4044.30 5087.76
Other Income 17.54 11.62
Total Income 4061.84 5099.38
Expenses excluding Finance Cost and Depreciation & Amortization Expenses 3404.81 4349.85
Profit for the year before Interest Depreciation & Amortization 657.03 749.53
Finance Cost 62.15 55.69
Depreciation & Amortization Expenses 155.85 135.24
Profit for the year before exceptional items and tax 439.04 558.60
Exceptional Items 0.00 0.00
Profit before Tax 439.04 558.60
Tax Expenses
• Provision for Income Tax 73.28 93.62
• Deferred Tax 7.61 7.88
Profit for the Year 358.14 457.10
Earnings Per Share
• Basic 3.27 4.18
• Diluted 3.27 4.18

3. OPERATIONS AND STATE OF AFFAIRS:

The Global economy as well as Indian economy has been suffering from the pandemiccaused due to COVID-19 virus for more than a year and its ill effects are continuing.Pandemic has also adversely affected the manufacturing sector and consequently performanceof your Company.

Your Company's total revenue from operations stood at ' 4044.30 Lakhs as against '5087.76 Lakhs in the previous year. Though the total revenue suffered a setback yourBoard has with periodic monitoring of the situation and by taking all the requiredmeasures and steps to use the resources efficiently coupled with keen focus on timelydeliveries and customer satisfaction has managed to keep the operations well above thebreakeven level. The Company has achieved net profit for the current fiscal of ' 358.14Lakhs as against ' 457.10 Lakhs in the previous year.

Your Board is pleased to inform you that the affairs of the Company are functioningsmoothly and appropriately in compliance with all the applicable laws and regulations.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the Listing Regulations") isseparately set out and forms part of this Annual Report.

2. IMPACT OF COVID 19:

The COVID-19 pandemic has emerged as a global challenge which has led to unprecedentedsocio-economic disruption worldwide. In Calendar Year 2020 when the COVID-19 pandemic'sfirst wave broke out; nationwide strict lockdown was imposed from March 24 2020 whichbrought all economic activities to a standstill. The Company was forced to temporarilysuspend its operations at its Plant located at Chakan Pune from March 22 2020 incompliance with directives issued by Government and keeping in mind the safety ofemployees. The Registered Office of the Company was also shut down from March 23 2020.Lockdown and various restrictions on activities across the country and the globe haveposted major challenges to the business of the Company.

While the Company could get approvals / permissions from local authorities to restartthe operation from May 04 2020 subject to certain guidelines/restrictions. The demandfor the forgings was severely impacted as key sectors to which the Company caters wereadversely effected owing to weakening economic activities and number of restrictionsimposed to curb the spread of COVID-19 Pandemic. Your Board has and shall continue toclosely monitor the situation. The Board continues to take appropriate measures to ensureminimalistic impact on its operations taking into consideration the safety and health ofall its employees thereby protecting the interest of all the stakeholders of the Companyat large.

Further during the first quarter of financial year 2021-22 the second wave ofCOVID-19 broke out in India which has deepened the health crises in the Country with alltime high positivity as well as mortality rates. Consequently the economic activitieswere slowed down and may affect the performance of the Company in near future.

Amidst the challenging situations imposed by waves of COVID-19 Pandemic Your Companymanaged to continue its operations efficiently.

4. DIVIDEND:

Given the uncertain economic outlook and with the view to conserve the resources inlong run the Board has not recommended any Dividend for financial year ended March 312021.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY:

During financial year 2020-21 there was no change in the nature of Company's business.

6. SHARE CAPITAL:

There was no change in the authorized as well as paid up share capital of the Companyduring the year under review.

The current Authorized Capital of the Company is ' 132500000/- divided into12500000 Equity shares of ' 10/- each and 750000 4% Non-Cumulative RedeemablePreference Shares of ' 10/- each and Paid-up Capital of the Company is ' 109394000/-divided into 10939400 Equity Shares of ' 10/- each.

7. TRANSFER TO RESERVES:

The Board of Directors have decided to retain the entire amount of profit for financialyear 2020-21 in the statement of profit and loss. The Company has not transferred anyamount to General Reserves during financial year 2020-21

8. PUBLIC DEPOSITS:

During the year your Company has not accepted any deposits from the public fallingwithin the purview of Section 73 of the Companies Act 2013 ("the Act") readwith the Companies (Acceptance of Deposits) Rules 2014.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the Company during the financialyear 2020-21 with related parties were on an arm's length basis and were in the ordinarycourse of business. Such transactions form part of the notes to the financial statementsprovided in this Annual Report. All Related Party Transactions ("RPTs") areplaced before the Audit Committee for prior approval. Prior omnibus approval of the AuditCommittee is obtained for the RPTs which are repetitive in nature or when the need forthese transactions cannot be foreseen in advance. On a quarterly basis details of suchtransactions were placed before the audit committee for noting/review.

The information for related party transactions as required under Rule 8(2) of theCompanies (Accounts) Rules 2014 in prescribed Form AOC-2 is enclosed as 'Annexure A' tothis Report. Your attention is drawn to the Related Party disclosures set out in Note no.43 of the Standalone Financial Statements.

The Company has already adopted a Policy for dealing with Related Party Transactionswhich is subject to review and revision of Audit Committee and Board. The revised andupdated policy on Related Party Transaction as approved by the Board has been displayed onthe Company's website at https://rkforge.in/wp-content/uploads/2021/07/Related-Partv-Transaction-Policv-Version2-w.e.f-03.06.2021.pdf

10. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

There has been no material change and commitment affecting the financial position ofyour Company which has occurred between end of financial year of the Company to which thefinancial statements relate and the date of this Report.

11. SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANY:

The Company does not have any subsidiary joint venture and associate company duringthe year under review.

12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

There were no loans guarantees and investments made by the Company under Section 186of the Act during the period under review.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.

14. INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the financial statements arecommensurate with the size and nature of business by virtue of internal audit of theCompany. Internal Audits are periodically conducted by an external firm of CharteredAccountants who monitor and evaluate the efficiency and adequacy of internal controlsystems in the Company its compliance with operating systems accounting procedures andpolicies of the Company. Board also takes quarterly review of internal audit functioningand accounting systems in order to take suitable corrective actions in case of anydeviations. During the year such controls were tested and no material weakness in theirdesign of operations were observed.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS

During the year your Company has optimum combination of executive as well asnon-executive Directors in compliance with Regulation 17 of the Listing Regulations asamended from time to time.

Board of Directors of the Company as on March 312021:

Sr. No. Name Designation Category
1 Mr. Arun Krishankumar Jindal Chairman Non-Executive Non-Independent
2 Mr. Nitin Shyam Rajore Whole Time Director Executive Director
3 Mr. Ratanlal Tikaram Goel Non-Executive Director Non-Executive Independent
4 Ms. Sudha Santhanam Non-Executive Director Non-Executive Independent

During the year under review there was no change in the composition of Board of theCompany.

Re-appoi ntments

• Director liable to retire by rotation

As per the provisions of the Act Mr. Arun K Jindal (DIN: 00121523) Chairman andNon-Executive Director is liable to retire at the ensuing Annual General Meeting("AGM") being eligible seeks reappointment. Based on performance evaluationcandidature received from holding Company and the recommendation of the nomination andremuneration committee the Board recommends his reappointment. The notice convening the31st AGM to be held on September 20 2021 sets out the details.

• Re-appointment of Whole Time Director

Mr. Nitin Rajore (DIN: 01802633) was appointed as Whole Time Director ("WTD")for the first term of five years effective December 01 2016. His term as WTD shall expirewith effect from close of business hours of November 30 2021. After considering theperformance evaluation of his first term of five years as director and considering theknowledge acumen expertise experience and the substantial contribution to the businessthe Nomination and Remuneration Committee ("NRC") has recommended theappointment of Mr. Rajore to the Board for second term of five years. Consideringrecommendation of NRC The Board at its meeting held on June 26 2021 approved andrecommended the reappointment of Mr. Rajore as Executive Director to be designated asWhole-Time Director of the Company w.e.f December 01 2021 to November 30 2026 who shallbe liable to retire by rotation. The Board recommends his reappointment to theshareholders. Company is also in receipt of the notice in writing under Section 160(1) ofthe Act from member proposing his candidature for the office of Executive Director. Thenotice convening the 31st AGM to be held on September 20 2021 sets out the details.

• Reappointment of Independent Director

i. Mr. Ratanlal Tikaram Goel (DIN: 07663394) was appointed as an independent directorfor the first term of five years effective December 01 2016. He is due for retirementwith effect from close of business hours of November 30 2021. After considering theperformance evaluation the knowledge acumen expertise experience and the substantialcontribution by Mr. Goel to the Company during his first term of five years the

NRC has recommended the appointment of Mr. Goel to the Board for second term of fiveyears. Considering recommendation of NRC The Board at its meeting held on June 26 2021approved and recommended the reappointment of Mr. Goel as Independent Director of theCompany w.e.f December 01 2021 to November 30 2026 who shall not be liable to retire byrotation. The Board recommends his re-appointment to the shareholders. Company is also inreceipt of the notice in writing under Section 160(1) of the Act from member proposing hiscandidature for the office of Independent Director. The notice convening the 31st AGM tobe held on September 20 2021 sets out the details.

ii. Ms. Sudha Santhanam (DIN: 06579108) was appointed as an independent director forthe first term of five years effective May 15 2017. She is due for retirement with effectfrom close of business hours of May 14 2022. After considering her performanceevaluation the knowledge acumen expertise experience and the substantial contributionmade by Ms. Santhanam to the Company during her first term of five years the NRC hasrecommended re-appointment of Ms. Santhanam to the Board for second term of five years.Considering recommendation of NRC The Board at its meeting held on June 26 2021approved and recommended the reappointment of Ms. Santhanam as Independent Director of theCompany w.e.f May 15 2022 to May 14 2027 whose office shall not be liable to retire byrotation. The Board recommends her re-appointment to the shareholders. Company is also inreceipt of the notice in writing under Section 160(1) of the Act from member proposing hercandidature for the office of Independent Director. The notice convening the 31st AGM tobe held on September 20 2021 sets out the details.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of Act following are the Key Managerial Personnel of theCompany

Sr. No. Name Designation
1 Mr. Nitin Rajore Whole Time Director
2 Mr. Shubham Jindal Chief Financial Officer
3 Mr. Satish Chandrashekhar Kadrolli Company Secretary & Compliance Officer

Changes in Key Managerial Personnel During the year

Ms. Shruti Patil resigned from the post of Company Secretary & Compliance Officerw.e.f October 28 2020 to pursue other opportunities. Mr. Satish Chandrashekhar Kadrolliwas appointed by the Board as Company Secretary & Compliance Officer of the Companyw.e.f November 07 2020. Relevant disclosures as per Regulation 30 are available of theCompany's website.

16. DETAILS OF BOARD MEETINGS:

The Board met five (5) times during the financial year. The meeting details areprovided in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between the Meetings was within the period prescribed under the Act/ theListing Regulations except the gap between last meeting of financial year ended March 312020 and first board meeting of the financial year under review which was pursuant to therelaxation provided by SEBI vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/ 2020/38 datedMarch 19 2020 along with MCA General Circular No. 11/2020 dated March 24 2020.

17. COMMITTEES OF THE BOARD:

As on March 312021 the Board had six committees: the Audit Committee the Nominationand Remuneration Committee the Stakeholder Relationship Committee the Share TransferCommittee the Committee for issue of Duplicate Share Certificate and Corporate SocialResponsibility Committee.

During the year under review Company had constituted Corporate Social Responsibility("CSR") Committee in compliance with section 135 of the Act and applicable rulebut pursuant to amendments in the CSR Rules as well as in section 135 of Act in the monthof January 2021 which dispensed the requirement of constituting of CSR Committee for theCompanies whose CSR commitment as per the Act does not exceed Rs. 5000000 (Rupees FiftyLakhs). Accordingly for administrative convenience Board in its meeting held on June 262021 dismantled the said CSR Committee. All the responsibilities of erstwhile CSRCommittee which has been specified by under the Act and rules thereunder shall bedischarged by the Board of Directors of the Company.

The detailed note on composition of the Board and its committees is provided in theCorporate Governance annexure to this Report.

18. CONTRIBUTION OF INDEPENDENT DIRECTORS TO THE GROWTH OF THE COMPANY:

The Board of Directors of the Company strategically comprises of Independent Directorswhich adds value to the Company. Every Independent Director with his/her expertise andintegrity has earned a vast experience and reputation in the industry. Our bothIndependent Directors are Qualified Chartered Accountants and Company secretaries and areexperts in Finance Company Laws Information Technology Commercial Laws CorporateGovernance and Audit. These expertise helps the board to ensure that Company is at parwith the global benchmarks in terms of ethics corporate governance best industrypractices and transparency. In addition their wealth of experience in the corporate worldensures that the company benefits significantly from their advice.

19. DECLARATION BY INDEPENDENT DIRECTORS:

During the year under review The Company has received necessary declarations from eachof the Independent Directors as required under Section 149(7) of the Act and regulation25(8) of SEBI LODR 2015 that they meet the criteria of independence laid down in Section149(6) of the Act and Regulation 16(1)(b) of SEBI LODR 2015.

The Independent Directors have also given declaration of compliance with Rules 6(1) and6(2) of the Companies (Appointment and Qualification of Directors) Rules 2014 withrespect to their name appearing in the data bank of Independent Directors maintained bythe Indian Institute of Corporate Affairs.

20. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Act and the Listing Regulations and as per the guidancenote issued by SEBI on January 05 2017 the Board has carried out an Annual Evaluation ofits own performance performance of individual directors and working of its committees.The summary of the evaluation reports was presented to the respective Committees and theBoard. Way the evaluation has been carried out and matters incidental thereto have beendetailed in the Report on Corporate Governance which forms part of this report.

21. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR:

The Company has adopted the Guidelines on Board Effectiveness ("GovernanceGuidelines" or "guidelines") which inter-alia cover the criteria fordetermining qualifications attributes and independence of a director. The details of thePolicy are stated in the Corporate Governance Report.

22. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a. Transfer of unclaimed Dividend to IEPF

The sum of ' 1248300/- being the amount of unpaid or unclaimed dividend for a periodof seven years being the unclaimed dividend for the period upto FY 2012-13 wastransferred during the financial year 2020-21 to the Investor Education and ProtectionFund (IEPF) established by the Central Government in compliance with Section 124 of theAct.

b. Transfer of shares to IEPF

During the year under review the Company has transferred 102000 shares to the IEPFin accordance with the provisions of Section 124 of the Act and Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ('IEPFRules'). Details of shares transferred to IEPF have been uploaded on the website of IEPFas well as the Company.

23. CORPORATE GOVERNANCE CERTIFICATE:

The Company has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance as prescribed under the Listing Regulation are complied with. As perRegulation 34(3) Read with Schedule V of the Listing Regulations a separate section oncorporate governance together with a certificate from the Company's Secretarial Auditorsforms part of this Report.

24. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to SEBI Circular CIR/CFD1/27/2019 dated February 08 2019 all listed entitiesshall additionally on annual basis submit a report to the stock exchange(s) oncompliance of all applicable SEBI Regulations and circulars / guidelines issued thereunderwithin 60 days of end of financial year. Such report shall be submitted by CompanySecretary in practice to the Company in the prescribed format.

The Company has received such report from Ms. Swati Bapat Partner - M/s. MSN &Associates Company Secretaries Pune for the financial year ended March 31 2021 and ithas been submitted to the stock exchange within the stipulated extended timeframe as perSEBI circular No. SEBI/HO/CFD/CMD1/P/CIR/2021/556 dated April 29 2021. Copy of the saidreport is available at BSE website (www.bseindia.com) and also on the Company's website:https://rkforge.in/wp- content/uploads/2021/07/RFL Secretarial-Compliance-ReportFY-2020-2021.pdf

25. ANNUAL RETURN:

As per the requirement of Section 92(3) read with section 134(3)(a) of the Act copiesof the Annual Returns of the Company prepared in accordance with Section 92(1) of the Actread with Rule 11 of the Companies (Management and Administration) Rules 2014 are placedon the website of the Company and is accessible at the weblink: https://rkforae.in/wp-content/uploads/2021/08/RFL-Draft-MGT-7-FY-2020-2021-1.pdf

26. AUDITORS:

a. Statutory Auditors

M/s. Gokhale Tanksale & Ghatpande Chartered Accountants Pune (Firm RegistrationNo. 103277W) was appointed as the Statutory Auditors of the Company to hold office for aperiod of 5 consecutive years from the conclusion of 27th AGM of the Companyheld on September 27 2017 till the conclusion of the conclusion of 32nd AnnualGeneral Meeting of the Company to be held in financial year 2022-23.

Vide notification dated May 07 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach Annual General Meeting has been done away with. Accordingly the shareholders attheir 28th AGM had given their consent to continue the appointment of M/s.Gokhale Tanksale & Ghatpande Chartered Accountants (Firm Registration No. 103277W)as Statutory Auditors of the Company for the remaining of term without any furtherratification by the members in terms of the provisions of the Act. The Company hasreceived a certificate from M/s. Gokhale Tanksale & Ghatpande Chartered Accountantsconfirming that they are not disqualified from continuing as Statutory Auditors of theCompany.

The Independent Auditors' Report for the financial year 2020-21 on the financialstatement of the Company forms part of this Annual Report.

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors' in their audit report on the financial statements for the year ended March 312021. The observations of the Statutory Auditors' in their Report are self-explanatory andtherefore Directors don't have any further comments to offer on the same.

b. Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board of Directors had appointed Mr. NishadUmranikar Practicing Company Secretary Pune (Partner of MSN Associates CompanySecretaries) for conducting the Secretarial Audit of the Company for the financial year2020-21.

The Report of the Secretarial Audit is annexed herewith as an ‘Annexure B' tothis Report.

There are no qualifications reservations or adverse remarks made by the SecretarialAuditors in their audit report for the year ended March 31 2021.

Pursuant to recent amendments in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with SEBI circular No. LIST/ COMP/14/2018 dated June 20 2018 acertificate from MSN Associates Company Secretaries Pune that none of the Directors onthe Board of the Company have been debarred or disqualified from being appointed orcontinuing as directors of Companies by the SEBI / Ministry of Corporate Affairs or anysuch statutory authority is annexed to Corporate Governance Report.

c. Cost records /Cost Audit:

In terms of provisions of Section 148 of the Act read with Rule 3 of Companies (CostRecord and Audit) Rules 2014 the Company is required to maintain the cost records and assuch the same are maintained for the financial year 2020-21.

d. Internal Auditors:

The Company had appointed M/s. S A N N & Co. Chartered Accountants as InternalAuditors of the Company for the financial year 2020-21. The scope and authority of theInternal Auditor is as per the terms of reference approved by Audit Committee. TheInternal Auditors monitors and evaluates the efficacy and adequacy of internal controlsystem in the Company its compliance with operating systems accounting procedures andpolicies of the Company. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board.

27. REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the Statutory Auditors' Internal Auditors northe Secretarial Auditors has reported to the Audit Committee under Section 143 (12) ofthe Act any instances of fraud committed against the Company by its officers oremployees the details of which would need to be mentioned in the Board's report.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

There were no qualifications reservations or adverse remarks made by the StatutoryAuditors as well as Secretarial Auditor in their report.

29. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls.

30. RISK MANAGEMENT:

The details of Risk Assessment framework are set out in the Corporate Governance Reportforming part of the Board's Report.

31. MANAGERIAL REMUNERATION:

The information required pursuant to Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company and Directors is attached as an ‘Annexure C'.

32. PARTICULARS OF EMPLOYEES:

Information required under Section 197(12) of the Act read with Rule 5(2)(i) to (iii)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notprovided herein since there are no employees who have received remuneration in excess ofthe limits prescribed therein.

33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3)(m) of theAct read with Rule 8 of the Companies (Accounts) Rules 2014 are annexed herewith as 'AnnexureD' to this report.

34. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with all the applicable mandatory Secretarial Standards issuedby The Institute of Company Secretaries of India.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions of CSR have become applicable to the Company during the financial year underreview and accordingly your Company has formulated CSR policy and also constituted CSRCommittee (which was subsequently dismantled with effect from 26th June 2021)to guide recommend to board CSR activities and monitor Company's responsibility towardsSociety. Company's guiding principle for CSR is to build a Sustainable Society and tocontribute to the long-term social welfare of the society Accordingly your Company hasbeen carrying out the CSR Activities which were within the scope of Company's CSR Policy.

In Compliance of the Section 135 of the Act read with CSR Rules as amended andapplicable form time to time Detailed Annual Report on CSR Activities undertaken by theCompany during the year is given as ‘Annexure E'. Company's updated CSR Policyis disclosed on the website of the Company:

https://rkforge.in/wp-content/uploads/2021/07/RFLCorporate-Social-Responsibilitv-Policv-Version-1-w.e.f-03.06.2021. pdf

36. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has set up vigil mechanism viz. Whistle Blower Policy to provide a formalmechanism to the Directors and employees to report their genuine concerns unethicalbehavior actual or suspected fraud irregularities or violation of Company's Code ofConduct if any noticed by them in the Company which could adversely affect company'soperations. This mechanism also provides safeguards against victimization of employeeswho avail of the mechanism and also provides direct access to the Chairman of the AuditCommittee. The details of the same are explained in the Corporate Governance Report andalso posted on the website of the Company at:https://rkforge.in/wp-content/uploads/2021/07/Whistle-Blower-Policy.pdf

All Directors and employees have access to the Chairman of the Audit Committee. Thepolicy with the name and address of Chairman of the Audit Committee has been circulated tothe employees. Further no personnel have been denied access to the Audit Committee duringthe period under review. The vigil mechanism is overseen by the Audit Committee and yourCompany is happy to inform that during the year there has been no Complaints received bythe Audit Committee.

37. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company has adopted policy on prevention prohibition and redressal of sexualharassment at workplace in line of the provisions of the Sexual Harassment of women atworkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. Thepolicy aims to provide protection to employees at the workplace and to prevent and redresscomplaints of sexual harassment and for matters connected and incidental thereto with anobjective of providing a safe working environment where employees feel secure. The companyhas not received any complaints during the financial year 2020-21.

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR:

During the year the Company has not made any application nor there is any proceedingpending under the Insolvency and Bankruptcy Code 2016 as at the end of the financialyear.

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year the Company has not initiated One Time Settlement with the Banks orFinancial Institutions and therefore no details are required to be furnished.

40. DIRECTORS" RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Act with respect to Directors'Responsibility Statement the Board of Directors to the best of their knowledge andability confirm that:

i. that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

ii. that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

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

iv. that they have prepared the annual accounts on going concern basis;

v. that they have laid down Internal Financial Controls to be followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively; and

vi. that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

41. ACKNOWLEDGEMENT:

The Directors record their appreciation to all employees and workers of the Company atall levels for their hard work dedication and commitment which has been key to oursuccessful navigation of the challenges we have faced this year. The directors also placeon record their appreciation and gratitude for all the co-operation extended byGovernment authorities regulators Bankers Business Associates and investors and allother stakeholders.

For and on behalf of the Board of Directors
RAJKUMAR FORGE LIMITED
Arun Jindal Nitin Rajore
Place: Pune Chairman Whole Time Director
Date: June 26 2021 DIN : 00121523 DIN :01802633

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