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Rajnandini Metal Ltd.

BSE: 535113 Sector: Others
NSE: RAJMET ISIN Code: INE00KV01014
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Rajnandini Metal Ltd. (RAJMET) - Director Report

Company director report

Your Directors have pleasure in presenting before you the Eleventh (11th)Annual Report of the Company for the financial year ended 31st March 2021along with audited statements of accounts and Auditors’ Report thereon.

1. THE STATE OF THE COMPANY AFFAIR

Our Company was incorporated as a private limited company namely "Rajnandini MetalPrivate Limited" under the Companies Act 1956 vide Certificate of Incorporationdated March 18 2010 issued by Registrar of Companies NCT of Delhi and Haryana. FurtherOur Company was converted into a Public Limited Company in pursuance of a SpecialResolution passed by the members of our Company at Extra Ordinary General Meeting held onMarch 01 2018. A fresh Certificate of Incorporation consequent to conversion was issuedon March 14 2018 by the Registrar of Companies NCT of Delhi and Haryana and consequentlythe name of our Company was changed from "Rajnandini Metal Private Limited" to"Rajnandini Metal Limited". The Company’s Corporate Identification Numberis L51109HR2010PLC040255. The equity shares of our Company are listed on National StockExchange of India Limited ("NSE") since October 2018.

Our Company has a manufacturing unit spread in 2 acre of land situated at Plot no. 344Sector 3 Phase II IMT Bawal 123501 solely dedicated for production of Copper products.Our Company is rapidly growing in manufacturing of copper products. Copper is the mostwidely used conductor in many kinds of electrical wiring. Copper has the lowest resistanceto the flow of electricity of all non-precious metals. With the use of highlysophisticated technology and imported machinery we are a pioneer in manufacturing ofhigh-grade Copper Continuous Casting Rods which does not only have a uniform highelectrical conductivity but also ensures maximum efficiency in conducting Electrical powerand signals.

2. FINANCIAL PERFORMANCE

REVENUE

The total income achieved by your Company during the FY 2020-21 was Rs. 631.77 croresagainst the total income of Rs.148.85 crores achieved during last fiscal. Operating incomefor the current year increased to Rs. 630.91 crores against Rs. 148.41 crores during lastfiscal.

EXPENSES

The total expenditure for the FY 2020-21 amounted to Rs. 624.73 crores as againstexpenditure of Rs. 147.23 crores during last fiscal.

PROFIT

During the FY 2020-21 your Company earned net profit of Rs.5.06 crores against the netprofit of Rs.1.15 crore during last fiscal.

SHARE CAPITAL

During FY 2020-21 your Company has increased its Authorized Share Capital and IssueBonus Shares.

The details are as follows:

INCREASE IN AUTHORIZED AND PAID UP CAPITAL

Authorized Share Capital

Paid-Up Share Capital

Nature No. of Shares FV (in Rs.) Total No. of Shares FV (in Rs.) Total
Equity as on March 31 2020 6500000 10 65000000 6144000 10 61440000
Equity as on March 31 2021 12500000 10 125000000 12288000 10 122880000

BONUS ISSUE

The Company during the year duly approved Bonus Issue of Equity Shares in its BoardMeeting dated August 07 2020 and Shareholders Meeting dated August 31 2020 in the ratio1:1 i.e. holder of each equity share aggregating to further issue of 6144000 ( Sixty OneLakhs Forty Four Thousand) shares of Rs. 10 each amounting to Rs. 61440000 /- (RupeesSix Crores Fourteen Lakhs Forty Thousand only)

3. FINANCIAL HIGHLIGHTS

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
(Rs. in '000) (Rs. in '000)
Revenue from operations 6309174 1484174
Other income 8553 4344
Profit Before Finance Cost Depreciation & Amortization Other Expenses and Taxation 181424 66300
Less: Finance Cost 36602 24551
Less: Depreciation and amortization 8399 3125
Less: Other Expenses 66041 22442
Profit Before tax 70382 16182
Less: Provision for tax
Current Tax 11758 3086
Deferred Tax 7952 1505
Net Profit for the Year 50672 11591
Less: Income Tax Paid for earlier year - -
Add: Other Comprehensive Income - -
Total Comprehensive Income 50672 11591
Balance available for appropriations 50672 11591
Less: Dividend paid - -
Tax on dividend - -
Balance carried forward 50672 11591

4. THE PANDEMIC COVID 19

The year 2020-21 was challenging the COVID-19 pandemic had a significant impact onlives livelihoods and the businesses. In compliance with the lockdown order announced bythe Government and local authorities from time to time certain branches temporarilyremained closed and business operations were managed remotely to the extent possible asper Business Continuity Plan of the Company. We summarise here below the impact ofCOVID-19 on the business of your Company and the Company‘s approach. Operations andbusiness continuity The challenges increased due to restricted movement and the disruptedeconomic cycle. The situation gradually improved from the end of the first quarter as therestrictions were lifted in a phased manner.

As the second wave of the pandemic unfolded in April 2021 your Company focused onprotecting the health and safety of employees and customers while ensuring minimumbusiness disruption. The Company continues to be fully aligned with government guidelinesand best practices on safety health and hygiene. The Company is actively monitoring theimpact of the Covid-19 pandemic on its financial condition liquidity operationssuppliers industry and workforce. The extent to which Covid-19 impacts the operationswill depend on future developments which remain uncertain

5. DIVIDEND

To conserve resources and plough back profits your Directors have not recommended anydividend forthe period under review.

6. TRANSFER TO RESERVES

Board of directors of your Company are of the opinion that there is a need to conservethe resources of the company hence no dividend be declare for the period ended on 31stMarch 2021. It is hoped that your company with increase in its income during the year andwe ensure high returns to investors.

7. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financialyear ended March31 2021.

8. MIGRATION TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

The Company got listed on NSE Emerge since October 2018 and the approval for the samehas been granted vide letter dated 03rd October 2018. The trading of equityshares of the Company commenced on 08th October 2018. The Board of Directorsin their meeting held on 20th

November 2020 considered and approved the proposal of migration of the company fromNSE EMERGE platform to NSE Main Board. The Migration to Main Board of NSE has been dulyapproved by shareholders vide postal ballot dated December 25 2020.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Presently the Board of Directors of the Company comprise of the following:

S. NO Name Designation
1. Mr Het Ram Managing Director
2. Mrs. Mithlesh Sharma Executive Director
3. Mr. Shiv Kumar Independent Director
4. Mr. Sanjeev Chhaudha Independent Director
5. Mr. Ashok Kalra Executive Director
6. Mr. Arun Sharma Independent Director
7. Mr. Manoj KumarJangir Chief Financial Officer
8. Mr. Jitender Kumar Company Secretary and Compliance officer

Change In Directors And Key Managerial Personnel

a. Resignation

During the year Mr Surender Sharma resigned from the designation of IndependentDirector w.e.f March 16 2021

Ms Priya Bareja resigned from the post of Company secretary and compliance officerw.e.f June 30 2021

b. Appointment of Director

During the year Mr. Sanjeev Chhaudha as Independent Director Ashok Kalra as aExecutive Director and Arun Sharma as a Independent Director was appointed w.e.f06.11.2020 12.01.2021 and 16.03.2021 respectively Mr. Jitender Kumar Sharma was appointedas a Company secretary and compliance officer w.e.f July 19 2021

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

EARNINGS AND OUTGO

Conservation of energy: Not applicable Technology absorption: Not applicable

Foreign exchange earnings: There is no export of goods by the Company

11. Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which these financial statementsrelate and the date of the report

The particulars as required under the provisions of Section 134(3) (l) followingchanges have occurred which have affected the financial position of the company occurredbetween 31st March 2021 and the date of Board’s Report.

- Company in its Board meeting held on July 26 2021 passed resolution subject toapproval of shareholders in ensuing Annual General Meeting to shift its registered officefrom office of the company from 3E/17 B.P NIT Faridabad Haryana - 121001 to Plot No.344 Sector-3 Phase II IMT Bawal - 123501 within the state of Haryana.

- Company in its Board meeting held on July 26 2021 passed resolution subject toapproval of shareholders to issue fully paid up Bonus shares in the ratio 1:2 aggregatingto further issue of 6144000 ( Sixty One Lakhs Forty Four Thousand) shares of Rs. 10each amounting to Rs. 61440000 /- (Rupees Six Crores Fourteen Lakhs Forty Thousandonly) for distribution among the existing equity shareholders of fully paid equity sharesof the Company.

12. Particulars of loans guarantees or investments made under section 186 of thecompanies act 2013

The Company has adhere to the provisions of section 186 of the Companies Act 2013 inrespect of loans advances and investments which are duly accounted for & reflected inthe audited financial statements (refer Note No. 7 and 12 to the "Notes to IND ASFinancial Statements").

13. Subsidiaries Joint Ventures and Associate companies along with their performanceand financialposition

The Company does not have any Subsidiary Joint venture or Associate Company. Thereforedisclosurein form AOC-1 is not applicable.

14. Particulars of contracts or arrangements made with related parties

All related party transactions that were entered into during the year under report wereon an arm’s length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company.

Your Directors draw attention of the members to (refer Note No. 26 to the "Notesto IND AS Financial Statements")

The particulars of contracts or arrangements with related parties referred to insub-section (1) of section188 is attached as Annexure- 1 in the Form AOC-2.

15. Statutory Auditors

Pursuant to the provisions of Section 139 142 and other applicable provisions if anyof the Companies Act 2013 read with Companies(Audit and Auditors) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) and inpursuance to resolution passed by the membersof the Company at the Annual General Meetingdated July 26 2019 for appointment of M/s. SANMARKS & ASSOCIATES CharteredAccountants (FRN: 003343N) as statutory auditor of the Company for a block subsequentfive financial years ending 31st March 2024 subject to ratification by the Shareholdersapproval in every year. Your Directors recommends the ratification of appointment ofStatutory Auditors in the AGM to be held for F.Y 2020-21.

16. Cost Auditor

Pursuant to Section 148 of the Companies Act 2013 read with Companies (Cost Recordsand Audit)Amendment Rules 2014 disclosure about the appointment of cost auditor is notapplicable.

17. Internal Control Systems and their adequacy

The Company has an Internal Control System which is commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Audit reports to the Chairman of the Audit Committee of the Board & to theManaging Director.

The Internal Audit Department reviews the effectiveness and efficiency of these systemsand proceduresto ensure that all assets are protected against loss and that the financialand operational information is accurate and complete in all respects. Company policiesguidelines and procedures provide for adequate checks and balances and are meant to ensurethat all transactions are authorized recorded and reported correctly.

18. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers madeby the auditors and the practicing company secretary in their reports

There were no qualifications reservations or adverse remarks made by the Auditors& the PractisingCompany Secretary in their report.

19. Vigil Mechanism

The Company has established a vigil mechanism that enables the Directors and Employeesto report genuine concerns. The vigil mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the vigil mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases.

20. Particulars of Employees

There were no employee in receipt of remuneration of Rs. 1.02 crores Rupees per annumif employed for whole of the year or Rs. 8.50 Lakhs Rupees per month if employed forpart of the year whose particulars are required to be given under Rule 5(2) and (3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

21. Details of the remuneration to Directors

Pursuant to section 197(12) of the Act read along with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the informationrelating to remuneration of Directorsand details of the ratio of the remuneration of eachDirector to the median employees remuneration and other details as required is attached asAnnexure-2 to the report

22. Secretarial Audit Report

Pursuant to the provisions of Section 204 of Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel Rules) 2014 Company had appointedM/s Abhishek J & Co. Company Secretaries in Practice to undertake the SecretarialAudit of the Company for the financial year 2020-21. The Secretarial Audit Report isattached as Annexure-3.

23. Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made there under An internal ComplaintsCommittee (ICC) has been set up to redress the Compliant received regarding sexualharassment. There was no case of sexual harassment reported during the financial periodunder review.

24. Matters related to Directors and Key Managerial Personnel

In terms of the provisions Section 152 of the Companies Act 2013 read with theArticles of Associationof the Company Mrs. Mithlesh Sharma (DIN: 06810394) Director ofthe Company is liable to retire by rotation at the ensuing Annual General Meeting andbeing eligible offered herself for reappointment. Further during the Financial year Mr.Ashok Kalra was appointed as Additional Executive Director of the Company w.e.f 12thJanuary 2021 Mr. Sanjeev Chhaudha was appointed as Additional Independent Director w.e.f06.11.2020 Mr Arun Sharma was appointed as Additional Independent Director w.e.f16.03.2021 and Mr. Surender Sharma resigned from the position of Independent Directorw.e.f 16.03.2021.

25. Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard herebysubmits its responsibility Statement:

(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 the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive true and fair view of the state of affairs of the company at the end of the financialyear and of the profit or loss of the company for the year for that period;

(iii) That the Directors have taken proper and sufficient care for the maintenance ofthe adequate Accounting records in accordance with the provisions of the Companies Act2013 for safeguardingthe assets of the company and for preventing and detecting fraud andother irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

(v) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

26. Number of Board Meetings conducted during the year under review

During the financial period ended 2021 the Board of Directors duly met 11 times on15.05.2020 15.07.2020 07.08.2020 12.09.2020 06.11.2020 20.11.2020 10.12.202012.01.2021 11.02.2021 16.03.2021 and 31.03.2021 for which proper notices for meetingwere given and the proceedings wereproperly recorded. Draft minutes of Board Meeting werecirculated to members of the Board for their comments thereafter signed copy of minuteswere also circulated to Board Members for confirmation of the same. Details of attendancesare as under.

S. no Name of Director N.o. of Board Meetings Attendance the at previous AGM
Held during tenure Attended during Tenure
1. Mr. Het Ram 11 11 Yes
2. Mrs. Mithlesh Sharma 11 11 Yes
3. Mr. Surender Sharma 10 10 Yes
4. Mr. Shiv Kumar 11 11 Yes
5. Mr. Sanjeev Chhaudha 06 06 No
6. Mr. Ashok Kalra 03 03 No
7. Mr. Arun Shanna 01 01 No

27. Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in form MGT-9 attached as Annexure-4.

28. Performance Evaluation of BOD & Individual Directors

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunderand Regulation 17(10) of SEBI (LODR) Regulations the Board has carried out the annualperformance evaluation of the Directors individually including the Independent Directors(wherein the concerned Director being evaluated did not participate) Board as a whole andfollowing Committees of the Board of Directors:

i) Audit

ii) Nomination and Remuneration Committee; and

iii) Stakeholders’ Relationship Committee;.

The Board had evaluated and ensured the effectiveness of its functioning and that ofthe committees and of individual Directors by seeking their inputs on various aspects ofBoard/Committee Governance from time to time.

29. Public Deposits

The Company has not accepted any deposit form the public during the year under reviewas covered the provisions of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014. Further no amount on account of principal orinterest on deposit was outstanding as at the end of the year under report.

30. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

As the company have not recommended and provided any dividend till now.

31. Details of significant and material orders passed by the regulators or courts ortribunalsimpacting the going concern status and company's operations in future

No such order has been passed by any Regulators or Courts or Tribunals.

32. Management Discussion And Analysis Report

The Management Discussion and Analysis report has been separately furnished in theAnnual Report andforms a part of the Annual Report at and is attached as Annexure-5.

33. Corporate Governance

The Company its Board meeting held on 20th November 2020 approved migrationto Main Board of NSE consequently Provisions related to Corporate Governance Report asprovided in Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 became applicable to the Company

The report on Corporate Governance is annexed and forms part of this Director’sReport as

Annexure-6

As per clause C of Schedule V of the SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 read with regulation 34(3) of the said Listing Regulations.A Report on Corporate Governance is included as a part of this Annual Report. Certificatefrom the Company Secretary M/s Abhishek J & Co. confirming the compliance with theconditions of Corporate Governance is included as Annexure A of this Report.

A certificate has been received from Mr. Abhishek Jain Company Secretary Proprietor ofM/s Abhishek J & Co. (CP NO. 16592) that none of the Directors on the Board of theCompany has been debarred or disqualified from being appointed or continuing as directorsof companies by the Securities and Exchange Board of India Ministry of Corporate Affairsor any such statutory authority as Annexure D of this Report.

34. Disclosure of Audit Committee

As per the provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7of the Companies (Meetings of the Board and its Powers) Rules 2013 the Company hasconstituted the Audit Committee comprising of the following:

Name of Director Category Designation in Committee
Mr. Arun Sharma Non- Executive Independent Director Chairperson
Mr. Sanjeev Chhaudha Non- Executive Independent Director Member
Mr. Shiv Kumar Non- Executive Independent Director Member

The meeting has been held on 15.05.2020 15.07.2020 07.08.2020 12.09.202006.11.2020 20.11.2020 10.12.2020 11.02.2021 16.03.2021 and 31.03.2021 in the financialyear ended 31st March 2021.

35. Disclosure of Nomination and Remuneration Committee

In compliance of the provisions of Section 178 of the Companies Act 2013 read withRule 6 of the Companies (Meeting of Board and its Powers) Rules 2013 the Company hasconstituted the Nomination and Remuneration Committee comprising of the following:

Name of Director Category Designation in Committee
Arun Sharma Non- Executive Independent Director Chairperson
Shiv Kumar Non- Executive Independent Director Member
Sanjeev Chhaudha Non- Executive Independent Director Member

The meeting has been held on 15.05.2020 15.07.2020 07.08.2020 06.11.202020.11.2020 12.01.2021 and 16.03.2021 in the financial year ended 31st March 2021.

36. Disclosure of Stakeholder Committee

In compliance of the provisions of Section 178 of the Companies Act 2013 andRegulation 20 of the LODR. The Company has constituted the Stakeholder Committeecomprising of the following:

Name of Director Category Designation in Committee
Sanjeev Chhaudha* Chairman and Independent Director Chairperson
Het Ram Executive Director Member
Arun Sharma Independent Director Member

The meeting has been held on 15.05.2020 15.07.2020 10.10.2020 20.11.2020 12.01.2021and16.03.2021 in the financial year ended 31st March 2021.

* Sanjeev Chahudha has been appointed as chairman of the Stakeholders and relationshipcommittee w.e.f. June 21 2021

Shareholders Complaint during the Year

Number of compliant received during the period: NIL

Number of compliant resolved during the period: NIL

Number of compliant remaining unresolved at the end of the year: NIL

The Scores website of SEBI redressing grievances of the investors is being visited atregular intervals by the company and there are no pending compliant registered with SCORESas on March 31st 2021.

37. Risk Management

The Board of Directors has adopted a risk management policy to develop and implementrisk management procedure / plan including their in elements of risks if any which in theopinion of the Board may threaten the existence of the Company.

38. Declaration by Independent Directors

The independent directors have individually declared to the Board that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 at thetime of their respective appointment and there is no change in the circumstances as on thedate of this report which may affecttheir status as an independent director.

39. Corporate Social Responsibility Committee

As per the provisions of Section 135 of the Companies Act 2013 constitution ofCorporate Social Responsibility (CSR) Committee and matters relating to it is notapplicable to Company. Hence there is no information regarding it.

40. Business responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your company for the financial period ended March 2021.

41. Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SS1 andSS2) respectively relating to Meetings of the Board and its Committees which havemandatory application.

42. Credit Rating of Securities

There is no credit rating obtained by the Company during the Financial Year 2020-21.

43. Acknowledgements

Your Directors acknowledges gratefully the shareholders for their continued support andconfidence. Your Directors also wish to record their appreciation for the loyal anddevoted services rendered by the staff of the Company during the year.

Date: July 26 2021 For and on behalf of Board of Director
Place: Bawal sd/-
Het Ram Sharma
DIN: 02925990
Chairman and Managing Director

.