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Rajoo Engineers Ltd.

BSE: 522257 Sector: Engineering
NSE: N.A. ISIN Code: INE535F01024
BSE 00:00 | 18 Aug 31.85 -0.50
(-1.55%)
OPEN

32.35

HIGH

33.00

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31.65

NSE 05:30 | 01 Jan Rajoo Engineers Ltd
OPEN 32.35
PREVIOUS CLOSE 32.35
VOLUME 77323
52-Week high 44.90
52-Week low 21.10
P/E 13.55
Mkt Cap.(Rs cr) 196
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.35
CLOSE 32.35
VOLUME 77323
52-Week high 44.90
52-Week low 21.10
P/E 13.55
Mkt Cap.(Rs cr) 196
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rajoo Engineers Ltd. (RAJOOENGINEERS) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 34th Annual Report along with the auditedfinancial statements of your Company for the financial year ended on 31st March 2021.

FINANCIAL SUMMARY AND HIGHLIGHTS:

The summarized financial highlights are depicted below:

STANDALONE

CONSOLIDATED ( In Lakhs)

Particulars 2020-21 2019-20 2020-21 2019-20
1 Revenue from Operation 15225.01 9354.96 16956.84 9888.68
2 Other Income 58.06 14.46 71.61 33.15
3 Total Revenue 15283.07 9369.42 17028.44 9921.83
4 Cost of Material Consumed 8105.94 6780.04 9183.16 7207.77
5 Purchase of Stock in trade 147.26 0.00 147.26 0.00
6 Change in inventories/Work in Progress/ stock-in-trade 1030.32 (1629.36) 1178.32 (1678.06)
7 Employee Benefits Expense 1415.98 1242.31 1492.87 1309.76
8 Finance Cost 98.50 208.50 100.15 209.62
9 Depreciation & Amortization Exp. 345.34 377.64 351.08 381.67
10 Other Expenses 2651.66 2230.42 2868.06 2324.03
11 Total Expenses 13795.00 9209.55 15320.92 9754.79
12 Profit/ (Loss) Before Tax 1488.07 159.87 1707.53 167.04
13 Current Tax 415.62 26.78 471.93 27.38
14 Mat. Credit Entitlement 0 (2.19) 0 (2.19)
15 Deferred Tax 31.95 (11.43) 30.18 (10.71)
16 Profit/ (Loss) After Tax 1040.50 146.71 1205.42 152.56
17 Other Comprehensive Income 55.42 4.39 54.41 5.25
18 Total Comprehensive Income 1095.92 151.10 1259.83 157.81
19 Paid-up equity share capital 615.31 615.31 615.31 615.31
20 Reserves excluding Revaluation Reserve as per balance sheet of previous accounting year 7248.36 6142.68 7717.17 6447.58
21 Earnings per share (Re.1/- each)
Basic 1.69 0.24 1.96 0.25
Diluted 1.69 0.24 1.96 0.25

There are no material changes and commitments affecting the financial position of thecompany between the end of the financial year and the date of this report.

PERFORMANCE OF YOUR COMPANY

Revenue from operations was Rs. 152.25 Crore in FY 2021 as against 93.54 Crore in FY2020. Profit after Tax was at Rs. 10.41 Crore in FY 2021 as against Rs. 1.47 Crore in FY2020.

DIVIDEND

Your Directors do not recommend any dividend for the Financial Year ended on 31stMarch 2021.

EMERGENCE OF COVID-19

Covid-19 is seen having an unprecedented impact on people and economies worldwideDuring the last month of FY 2020 the COVID-19 pandemic developed rapidly globally therebyforcing the government to enforce complete lock-down since March 24 2020 of almost alleconomic activities except essential services which were allowed to operate with limitedstaff strength.

Your Company continued its operations by strictly adhering to the minimal staffstrength requirement and maintaining social distancing and other precautions as per theGovernment directions. In order to ensure health and well-being of the employees theoffice based employees were allowed to work from home by providing adequate digital andother assistance. The Company observed all the government advisories and guidelinesthoroughly and in good faith. All operations and servicing of clients were smoothlyensured without any interruptions as the activities of trading settlement StockExchanges and depository functions are fully-automated and seamless. Based on the factsand available information the Company has been operating in the normal course and therehave been no adverse impact on the liquidity revenues or operational parameters duringthe year ended March 31 2021.

Despite a pandemic induced large-scale disruption in economic activity your companyposted results significantly above market expectation.

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focussed on controlling the fixedcosts maintaining liquidity and closely monitoring the supply chain to ensure that themanufacturing facilities operate smoothly.

The Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic the Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees at its plant locations various branch offices and the head office.

SHARE CAPITAL

Paid-up Equity Share Capital as on 31st March 2021 was Rs. 61530750/-. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweats equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.

LISTING

The Equity Shares of the Company continue to remain listed on the Bombay Stock ExchangeLimited.

PUBLIC DEPOSIT

The Company has not accepted any deposit within the meaning of Chapter V of theCompanies Act 2013 and the Rules framed there under.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS

The Particulars of loans guarantees and Investments have been disclosed in theFinancial Statements.

SUBSIDIARY & ASSOCIATE COMPANY

Your Company has a 49:51 joint venture with Bausano Holdings SRL Italy under the nameof Rajoo Bausano Extrusion Private Limited to manufacture and market pipe and profileextrusion machinery lines including wood composite profiles in India with a specialemphasis on Africa Gulf and SAARC markets.

Rajoo Bausano Extrusion Private Limited is a combination of Rajoo's best in classinfrastructure and Bausano's sublime pioneering technology availability of indigenous rawmaterial and access to the latest technology. Through this unique Joint Venture customersare offered world class technological products at affordable price levels.

The Consolidated Financial Statement of the Company along with its Associates (RajooBausano Extrusion Private Limited) prepared for the year 2020-21 forms part of this AnnualReport.

A Report on the performance and financial position of each of the subsidiariesassociates and joint venture companies as per Companies act 2013 is provided in FormAOC-1 as Annexure I.

The Company does not have any subsidiary as on reporting date. During the year underreview company does not have become or ceased to be Company's subsidiaries jointventures or associate companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 152 and other applicable provisions of theCompanies Act 2013 one third of such directors as are liable to retire by rotationshall every year and if eligible offer themselves for re-appointment at every AGM.Consequently Mr. Rajesh Nanalal Doshi Chairman (DIN: 00026140) will retires by rotationand being eligible has offered herself for re-appointment. The Board of Directors onrecommendation of Nomination and Remuneration Committee has recommended his appointment.

Brief particulars of Mr. Rajesh Nanalal Doshi proposed to be re-appointed the nature ofhis expertise in specific functional areas names of companies in which he heldDirectorships committee memberships/ chairmanships their shareholdings etc. arefurnished in the explanatory statement to the notice of the ensuing AGM.

INCREASE IN REMUNERATION OF MR. RAJESH N. DOSHI & RE-APPOINTMENT OF MR. RAJESH N.DOSHI AS THE CHAIRMAN.

Based on the recommendation of the Nomination and Remuneration Committee and BoardResolution passed at the Board Meeting dated 9th February 2021 in relation to increase inRemuneration of Mr. Rajesh N. Doshi subject to approval of members in the Annual GeneralMeeting are as follows:

Mr. Rajesh Nanalal Doshi will be paid remuneration of Rs. 1000000/- per month withthe authority to the Board of Directors and to increase the same from time to time inaccordance with limits specified in the schedule V to the companies Act 2013 subject toapproval of shareholders at the ensuing Annual General Meeting by way of SpecialResolution.

Further Pursuant to the provisions of Sections 188 196 197 203 and any otherapplicable provisions of the Companies Act 2013 and the rules made thereunder (includingany statutory modification(s) or re-enactment thereof) read with Schedule V to theCompanies Act 2013 and under the Listing Regulations Mr. Rajesh Nanalal Doshi decided toresign from the post of Managing Director and re-designated as the Chairman of theCompany. Based on the recommendation of the Nomination and Remuneration Committee hisre-appointment for the post of Chairman for 5 (Five) years commencing from 1st June 2021up to 31th May 2026 is proposed at the ensuing AGM for the approval of the Members by wayof special resolution.

INCREASE IN REMUNERATION OF MS. KHUSHBOO C. DOSHI & RE-APPOINTMENT OF MS. KHUSHBOOC. DOSHI AS THE MANAGING DIRECTOR

Based on the recommendation of the Nomination and Remuneration Committee and BoardResolution passed at the Board Meeting dated 9th February 2021 in relation to increase inRemuneration of Ms. Khushboo C. Doshi subject to approval of members in the Annual GeneralMeeting are as follows:

Ms. Khushboo Chandrakant Doshi will be paid remuneration of Rs. 400000/- per monthcomputed in the manner laid down under section 198 of the Companies Act 2013 with theauthority to the Board of Directors and to increase the same from time to time inaccordance with limits specified in the schedule V to the companies Act 2013 subject toapproval of shareholders at the ensuing Annual General Meeting by way of SpecialResolution.

Further Pursuant to the provisions of Sections 188 196 197 203 and any otherapplicable provisions of the Companies Act 2013 and the rules made thereunder (includingany statutory modification(s) or re-enactment thereof) read with Schedule V to theCompanies Act 2013 and under the Listing Regulations Ms. Khushboo Chandrakant Doshi wasreappointed and re-designated as the Managing Director of the Company and resolutionseeking approval of the Members for appointment of Ms. Khushboo Chandrakant Doshi as theManaging Director of the Company. Based on the recommendation of the Nomination andRemuneration Committee her re-appointment for the post of Managing Director for 5 (Five)years commencing from 1st June 2021 up to 31st May 2026 is proposed at the ensuing AGMfor the approval of the Members by way of special resolution.

INCREASE IN REMUNERATION OF MR. UTSAV K. DOSHI & RE-APPOINTMENT OF MR. UTSAV K.DOSHI AS THE JOINT MANAGING DIRECTOR

Based on the recommendation of the Nomination and Remuneration Committee and BoardResolution passed at the Board Meeting dated 9th February 2021 in relation to increase inRemuneration of Mr. Utsav K. Doshi subject to approval of members in the Annual GeneralMeeting are as follows:

Mr. Utsav Kishor Doshi will be paid remuneration of Rs. 350000/- per month computedin the manner laid down under section 198 of the Companies Act 2013 with the authority tothe Board of Directors and to increase the same from time to time in accordance withlimits specified in the schedule V to the companies Act 2013 subject to approval ofshareholders at the ensuing Annual General Meeting by way of Special Resolution.

Further Pursuant to the provisions of Sections 188 196 197 203 and any otherapplicable provisions of the Companies Act 2013 and the rules made thereunder (includingany statutory modification(s) or re-enactment thereof) read with Schedule V to theCompanies Act 2013 and under the Listing Regulations Mr. Utsav Kishor Doshi wasreappointed and re-designated as the Joint Managing Director of the Company and resolutionseeking approval of the Members for appointment of Mr. Utsav Kishor Doshi as the JointManaging Director of the Company. Based on the recommendation of the Nomination andRemuneration Committee his re-appointment for the post of Joint Managing Director for 5(Five) years commencing from 1st June 2021 up to 31st May 2026 is proposed at theensuing AGM for the approval of the Members by way of special resolution

INCREASE IN REMUNERATION OF MR. SUNIL B. JAIN & RE-APPOINTMENT OF MR. SUNIL B. JAINAS THE WHOLE TIME DIRECTOR

Based on the recommendation of the Nomination and Remuneration Committee and BoardResolution passed at the Board Meeting dated 9th February 2021 in relation to increase inRemuneration of Mr. Sunil B. Jain subject to approval of members in the Annual GeneralMeeting are as follows:

Mr. Sunil B. Jain will be paid remuneration of Rs. 500000/- per month computed inthe manner laid down under section 198 of the Companies Act 2013 with the authority tothe Board of Directors and to increase the same from time to time in accordance withlimits specified in the schedule V to the companies Act 2013 subject to approval ofshareholders at the ensuing Annual General Meeting by way of Special Resolution.

Further Pursuant to the provisions of Sections 188 196 197 203 and any otherapplicable provisions of the Companies Act 2013 and the rules made thereunder (includingany statutory modification(s) or re-enactment thereof) read with Schedule V to theCompanies Act 2013 and under the Listing Regulations Mr. Sunil B. Jain was reappointedas the Whole Time Director of the Company and resolution seeking approval of the Membersfor re-appointment of Mr. Sunil B. Jain as the Whole Time Director of the Company. Basedon the recommendation of the Nomination and Remuneration Committee his re-appointment forthe post of Whole Time Director for 5 (Five) years commencing from 1st July 2021 up to30th June 2026 is proposed at the ensuing AGM for the approval of the Members by way ofspecial resolution.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.

Pursuant to the Provisions of the Section 203 of the Act Mr. Darshak Thaker wasappointed as the Company Secretary of the Company on 25th October 2020 in place of Mr.Vijay Jadeja who has resigned from the post of Company Secretary on 24th October 2020 andthe Board has accepted the resignation as well as appointment of Company Secretary in theBoard Meeting held on 26th October 2020.

In compliance with Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 brief resume of all the Directors proposed to beappointed/re-appointed are attached along with the Notice to the ensuing Annual GeneralMeeting.

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 confirming that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and the ListingRegulations.

FOLLOWING ARE THE KEY MANAGERIAL PERSONNEL OF THE COMPANY:

1. Mr. R. N. Doshi : Chairman (w.e.f. 1st June2021)

2. Ms. Khushboo Chandrakant Doshi: Managing Director (w.e.f. 1st June2021)

3. Mr. Utsav K. Doshi: Joint Managing Director (w.e.f. 1st June2021)

4. Mr. J. T. Jhalavadia: Chief Financial Officer

5. Mr. Vijay Jadeja: Company Secretary (Resigned w.e.f. 24th October 2020)

6. Mr. Darshak Thaker: Company Secretary (Appointed w.e.f. 25th October 2020)

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)cof the Act:

(I) that in the preparation of the Annual Accounts for the year ended March 31 2021the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profit ofthe Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

NUMBER OF MEETINGS OF THE BOARD

Nine Meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report which is a part ofthis report.

INDEPENDENT DIRECTORS' MEETING AND FAMILARISATION PROGRAMME

The Independent Director met on 18th March 2021 without attendance of Non-IndependentDirectors and members of the Management. The independent Directors reviewed theperformance of non-independent directors and the Board as a whole; the performance of theChairperson of the Company taking in to account the views of the Executive Directors andNon-Executive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties. Non-Executive including IndependentDirectors plays a crucial role in balancing the functioning of Board by providingindependent judgments on various issues raised in the Board Meetings like formulation inbusiness strategies monitoring of performances etc.

Their role inter alia includes:

- Impart balance to the board by providing Independent Judgments

- Provide feedback on company's strategies and performances

- Provide effective recommendations for further improvements

The Company has no pecuniary relationships with the Independent directors exceptsitting fees for attending meetings of the Board/committees thereof if any paid.

The details of the program for familiarization of the Independent Directors of theCompany are available on the Company's website www.rajoo.com

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS:

Pursuant to the applicable provisions of the Act Listing Regulations and GovernanceGuidelines the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and Directors.

The performance of the Board and individual Directors was evaluated by the Board afterseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board after seeking inputs from the Committee Members. The criteria for performanceevaluation of the Board included aspects such as Board composition and structureeffectiveness of Board processes contribution in the long term strategic planning etc.The criteria for performance evaluation of the Committees included aspects such asstructure and composition of Committees effectiveness of Committee meetings etc. Theabove criteria for evaluation were based on the Guidance Note issued by Securities andExchange Board of India.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration and other mattersprovided in Section 178 (3) of the Companies Act 2013 is made available on the Company'swebsite www.rajoo.com

BOARD COMMITTEES

Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee CSR Committee Stakeholders Relationship Committeenumber of meetings held during the year under review and other related details are set outin the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation ofthe Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In pursuance of the CSR Policy and in line with the requirement of the Companies Act2013 Rajoo spent 5241754 being more than 2% of the average net profits of the companyfor the preceding three years. Rajoo aims to support projects mainly that promoteeducation energy health etc. and therefore contributed to recognized Non ProfitOrganisation (Shrutina Foundation). The CSR policy and initiatives taken by the Company onCorporate Social Responsibility during the year are available on the Company's website athttp://www.rajoo.com/csr.html (New policy to be uploaded in the website). The briefdetails of CSR Committee are provided in Corporate Governance Report. The Annual Report onCSR Activities in prescribed format is enclosed in Annexure II of this report. The policyis available on the website of the Company at http://www.rajoo.com/csr.html.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Management Discussion and Analysis Report the Business Responsibility Report andthe Report on Corporate Governance as required under the Listing Regulations forms partof the Annual Report.

RISK MANAGEMENT

Your Company recognizes that Risk as an integral part of business and is committed tominimizing the risk in a pro-active and efficient manner. More details on risk managementare covered in the Management Discussion and Analysis forming part of this Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

At Rajoo Engineers Limited all employees are of equal value. There is nodiscrimination between individuals at any point on the basis of race colour genderreligion political opinion national extraction social origin sexual orientation orage.

At Rajoo Engineers Limited every individual is expected to treat his/her colleagueswith respect and dignity. This is enshrined in values and in the Code of Ethics &Conduct of Rajoo Engineers Limited. The Direct Touch (Whistle-Blower &ProtectionPolicy) Policy provides a platform to all employees for reporting unethical businesspractices at workplace without the fear of reprisal and help in eliminating any kind ofmisconduct in the system. The Policy also includes misconduct with respect todiscrimination or sexual harassment

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace as perthe requirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 ('POSH Act') and Rules made thereunder.

The Company has also constituted an Internal Committee to redress complaints receivedregarding sexual harassment with the objective of providing a safe working environment;all employees (permanent contractual temporary trainees) are covered under this policy.An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

- No. of complaints received: Nil - No. of complaints pending: Nil - No. of complaintsdisposed off: Nil

ANNUAL RETURN

A copy of annual return as required under section 92(3) & section 134(3)(9) of thecompanies act. 2013 has been placed on the companies website:https://www.rajoo.com/pdf/Financials/Annual_Return/Form_MGT_7_2020_2021.pdf

In accordance with Section 134(3(a) of the Companies Act 2013 the extract of Annualreturn is given in companies website:https://www.rajoo.com/pdf/Financials/Annual_Return/mgt_9_extract_of_annual_return_2020_21.pdfin the prescribed Form MGT-9 which forms a part of this report.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onCompany's website at http://www.rajoo.com/investorszone.html. The Policy intends to ensurethat proper reporting; approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions on a quarterlybasis for transactions which are of repetitive nature and / or entered in the OrdinaryCourse of Business and are at Arm's Length.

All contracts/arrangements/transactions entered by the Company during the financialyear with the related parties were in ordinary course of business and on an arm's lengthbasis. Your Company had not entered in to any transactions with related parties whichcould be considered material in terms of Section 188 of the Companies Act 2013.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.

SIGNIFICANT AND MATERIAL ORDER

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

INSURANCE

Your Company has taken appropriate insurance for all the assets against foreseeableperils.

STATUTORY AUDITOR AND AUDITOR'S REPORT:

At the Thirty First AGM held on September 25 2018 the Members approved appointment ofM/s. Pankaj K. Shah Associates Chartered Accountants (Firm Registration No. 107352W) asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that AGM for a single tenure of 5 years subject to ratification of theirappointment by Members at every AGM if so required under the Act.

The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof same has been included in the Notice for this AGM.

The statutory Auditor's Report does not contain any qualifications reservations oradverse remarks or disclaimer.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rules madethereunder The Board has appointed M/s. Maulik Sheth & Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the year ended March 312021. The Secretarial Audit Report is annexed herewith marked as “Annexure III”.The Secretarial Audit Report submitted by them in the prescribed form MR-3.

M/s. Maulik Sheth & Associates Practicing Company Secretaries had beenre-appointed to conduct the Secretarial Audit of the Company for the Financial Year2021-22. Secretarial Auditors had confirmed that they are eligible for the saidappointment.

There were no qualifications reservations or adverse remarks given by SecretarialAuditor of the Company except mentioned in the report attached herewith.

COST AUDIT REPORT

Your Company has appointed M/s. Shailesh Thaker & Associates Practicing CostAccountants to conduct audit of the cost records of the Company for the year ended 31stMarch 2022. The Cost Audit Report for the year 2019-20 was filed before the due date withthe Ministry of Corporate Affairs.

PARTICULARS OF EMPLOYEES

The Disclosure as required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and the information required underSection 197 of the Act read with rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are given in “Annexure IV” and forms a partof this report.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company has established a robust Human Resources ('HR') system that nurtures aconducive and productive work culture. It emphasises on the freedom to express viewscompetitive pay structure performance-based reward system and growth opportunities andinternal job postings within the organisation for career options for the employees. It haswell-documented and disseminated employee-friendly policies to enhance transparencycreate a sense of teamwork and trust among employees and align employee interests withorganisational strategic goals. These policies assist in holistic HR development and playa key role in right talent on-boarding talent retention and leadership development.

The Company ensures equal access to opportunities in the areas of recruitment trainingand up gradation professional development and advancement regardless of gender ageracial/ethnic background religion or social status. The Company adheres to the Rajoo'sCode of Conduct to strengthen core Rajoo's values of excellence and leadership.

SECRETARIAL STANDARDS

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of theBoard of Directors' and ‘General Meetings' respectively have been duly followed bythe Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY

(a) Energy conservation measures taken:

The Company has continued its efforts to improve energy efficiency with more vigor anddepth. Your Company continually took necessary steps to absorb and adopt the latesttechnologies and innovations in the Plastic Manufacturing Machines Industry. All machineryand equipment are continuously serviced updated and overhauled in order to maintain themin good condition.

This resulted in consumption of lesser energy consumption. Energy audits and Inter unitstudies are carried out on a regular basis for taking steps for reduction of the energyconsumption.

(b) Steps taken by the Company for utilizing alternate sources of Energy:

As part of its long term sustainability plan the Company has initiated various stepstowards utilizing alternate source / renewable source of energy:

- All efforts are made to use more natural lights in offices/Factory/stores premises tooptimize the consumption of energy.

(c) The capital investment on energy conservation equipment: NIL

2. TECHNOLOGY ABSORPTION

(a) Efforts made towards Technology Absorption:

- The Company continues to adopt and use the latest technologies to improve theproductivity and quality of its products.

- The Company has technical collaboration with Commodore LLC. USA Bausano &Figli Italy and MEAF Machines B.V. of Netherlands are strategic partners.

(a) Benefits derived like product improvement cost reduction product development orimport substitution:

Due to integrated facility and infusion of new technology the Company is in positionto offer most energy efficient products to consumers.

3. IN CASE OF IMPORTED TECHNOLOGY (IMPORTED DURING THE LAST THREE YEARS RECKONED FROMTHE BEGINNING OF THE FINANCIAL

YEAR):

No Technology was imported for conservation of energy.

4. EXPENDITURE ON R & D: ( In Lakhs)

Particulars F.Y. 2020-21 F.Y. 2019-20
Capital Expenditure 0.00 0.00
Revenue Expenditure 205.48 90.41
Total: 205.48 90.41
5.Foreign Exchange Earnings and Outgo: ( In Lakhs)
Particulars F.Y. 2020-21 F.Y. 2019-20
Foreign Exchange earned 7505.87 5304.34
Foreign Exchange used 1832.23 2094.82

APPRECIATION:

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers vendors suppliers investors and bankers for their continued support and faithreposed in the Company.

Date : 25/08/2021 For and on behalf of the Board of Directors
Place: Veraval (Shapar) Rajoo Engineers Limited
(R. N. DOSHI)
Chairman
(DIN:00026140)

.