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RDB Rasayans Ltd.

BSE: 533608 Sector: Industrials
NSE: N.A. ISIN Code: INE123M01017
BSE 11:35 | 25 Jan 106.65 3.25
(3.14%)
OPEN

102.75

HIGH

108.80

LOW

96.55

NSE 05:30 | 01 Jan RDB Rasayans Ltd
OPEN 102.75
PREVIOUS CLOSE 103.40
VOLUME 11156
52-Week high 128.50
52-Week low 49.00
P/E 9.94
Mkt Cap.(Rs cr) 189
Buy Price 106.65
Buy Qty 48.00
Sell Price 106.70
Sell Qty 13.00
OPEN 102.75
CLOSE 103.40
VOLUME 11156
52-Week high 128.50
52-Week low 49.00
P/E 9.94
Mkt Cap.(Rs cr) 189
Buy Price 106.65
Buy Qty 48.00
Sell Price 106.70
Sell Qty 13.00

RDB Rasayans Ltd. (RDBRASAYANS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty-Sixth Annual Report together withAudited Annual Financial Statements of the Company for the financial year ended March 312021.

FINANCIAL HIGHLIGHTS (Amount in Rs)
Particulars FY 2020-21 FY 2019-20
Revenue from operations 923903759 897811970
Other Income 97242109 104491327
Profit before Interest Depreciation & Tax 281186625 199530287
Less: Interest 1573430 11807127
Less: Depreciation 11429303 11539417
Profit before taxation 268183892 176183743
Less: Provision for current tax deferred tax and tax adjusted for earlier year 78116460 61045550
Profit/(Loss) after tax 190067432 115138193
Less : Re measurements of defined benefit liability/(asset) (net of tax) 26157 641182
Add : Income taxes relating to items that will not be reclassified/re-measurements of defined benefit liability/(asset) (net of tax) 7617 186712
Add: Balance brought forward from last year 481173578 366489855
Balance available for appropriation 671222470 481173578
Less: Appropriations a. Proposed dividend on equity shares b. Dividend Distribution Tax thereon
Balance carried to Balance Sheet 671222470 481173578

The financial statements for the year ended 31.03.2021 have been prepared in accordancewith the Indian Accounting Standards (IND AS) notified under Section 133 of the CompaniesAct 2013 read with Companies (Accounts) Rules 2014.

FINANCIAL PERFORMANCE

During the year under review your Company has achieved revenue of Rs 923903759 asagainst Rs. 897811970 in the previous year. PBIDT rose to Rs 281186625 as comparedto 199530287 in the previous year. PAT for the year under review was Rs 190067432which is almost 1.65 times that of previous year's PAT of Rs 115138193.

DIVIDEND AND RESERVES

In order to conserve existing resources and to meet the investment needs of theCompany; your Directors do not recommend any dividend for the financial year 2020-21.

The Company does not propose to transfer any amount to its Reserves.

STATE OF COMPANY'S AFFAIR AND CURRENT YEAR'S OUTLOOK

The state of Company's affair and future outlook is discussed in the ManagementDiscussion & Analysis Report which forms part of this Annual Report.

CHANGE IN NATURE OF BUSINESS IF ANY

There has been no change in the nature of business of the Company during the financialyear ended 31st March 2021.

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR 20-21 AND THEDATE OF THIS REPORT

No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year i.e. 31st March 2021 and date of thisReport i.e. 25th June 2021. However the impact on the financial performance of theCompany caused due to the outbreak of COVID-19 virus pandemic is explained separately inManagement Discussion & Analysis Report.

SHARE CAPITAL

The Present Authorised Capital of the Company is Rs 180000000 divided into18000000 equity shares of Rs 10 each. There has been no change in the authorized andpaid up capital of the Company during the year under purview. Further the Company has notissued shares with differential voting rights nor has granted any stock options or sweatequity shares. As on March 31 2021 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.

DEMATERIALIZATION OF SHARES

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason 31st March 2021 90.74% of the share capital stands dematerialized.

BOARD OF DIRECTORS

DIRECTORS AND KEY MANAGERIAL PERSONNEL (S)

• Declaration by Independent Director(s)

All the Independent Directors have furnished the requisite declarations that they meetthe independence criteria as laid down under section 149(6) of the Companies Act 2013read with the rules made thereunder and Regulation 16 of the SEBI (LODR) Reg 2015 and theBoard has taken on record the declaration given by the Independent Directors afterundertaking due assessment of the veracity of the same. Further there has been no changein the circumstances affecting their status as independent Directors of the Company.

In addition to the provisions of Regulation 16(1) (b) of the Listing Regulations theyalso confirms that they are not aware of any circumstance or situation which exist or maybe reasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence and thatthey are independent of the management. The Independent Directors have complied with theCode for Independent Directors prescribed in Schedule IV to the Act and the Code ofConduct for directors and senior management personnel if any formulated by the company.

• Familiarization Programme undertaken for Independent Directors

In terms of Reg 25 (7) of the SEBI (LODR) Reg 2015 your Company is required toconduct Familiarisation Programme for Independent Directors (Ids) to familiarise themabout your Company including nature of Industry in which your company operates businessmodel responsibilities of the Ids etc. During the year the Company has organizedfamiliarization programme for the Independent directors. The Independent Directors arefamiliarized with the Company their roles rights responsibilities in the Companynature of the industry in which the Company operates etc. The details of thefamiliarization program of Independent directors are available on the Company's websiteunder the weblink http://www.rdbgroup.in/policies.asp.

• Executive Directors

The Board of Directors at their meeting held on 13/02/2021 Reappointed Sri Shanti LalBaid (DIN: 00056776) as the Managing Director and Sri Sandeep Baid (DIN: 00557018) as theWhole Time Director of the Company for a further period of 3 years w.e.f 1st April 2021subject to approval of the shareholders in the ensuing Annual General Meeting.

Details of the directors being appointed/ re-appointed as required under SEBI (LODR)Reg 2015 and Secretarial Standard -2 are provided in the notice of 26th Annual GeneralMeeting.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in section 164(2) of the Companies Act 2013 and Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

• Retirement by Rotation

As per the provisions of section 152(6) (c) of the Companies Act 2013 Smt Pragya Baidretires by rotation at the ensuing Annual General Meeting and being eligible offersherself for reappointment. In view of her considerable experience and contribution to theCompany your Directors recommend her reappointment as Director.

• Women Director

Smt Pragya Baid (DIN: 06622497) continues as the Woman Director on the Company's Boardin conformity with the requirements of Section 149(1) of the Companies Act 2013 andRegulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 (hereinafter referred to as SEBI (LODR) Reg 2015').

• Key Managerial Personnel

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are Sri Shanti Lal Baid Managing Director Sri Sandeep Baid Whole-time DirectorSri Bidhan Neogi Chief Financial Officer and Ms Shradha Jalan Company Secretary.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors regularly meets to discuss and decide on various matters. Duringthe year under review four Board meetings were convened and held on 30th June 2020 14thSeptember 2020 12th November 2020 and 13th February 2021 the details of which aregiven in the Corporate Governance Report. The intervening gap between any two meetings wasnot more than 120 days.

MEETING OF INDEPENDENT DIRECTORS

A Meeting of Independent Directors of the Company was held on 13th February 2021. TheIndependent Directors at their meeting assessed the quality quantity and timeliness offlow of information between the Company management and the Board of Directors of theCompany. Also the performance of the non-independent directors and the Board as a wholewas reviewed.

BOARD EVALUATION

Pursuant to the requirement of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 performances of each member ofthe Board/Committees of Board are evaluated on an annual basis. The evaluation is done bythe Board the Nomination and Remuneration Committee and the Independent Directors withspecific focus on the performance and effective functioning of the Board/Committees andindividual Directors the member under evaluation not being present in evaluation process.A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

The evaluation criteria for the Directors are broadly based on:

- Leadership & stewardship abilities

- Contributing to clearly define corporate objectives & plans

- Communication of expectations & concerns clearly with subordinates

- Obtain adequate relevant & timely information from external sources

- Review & approve achievement of strategic and operational plans objectivesbudgets

- Regular monitoring of corporate results against projections

- Identify monitor & mitigate significant corporate risks

- Assess policies structures & procedures

- Review management's succession plan

- Effective meetings

- Assuring appropriate board size composition independence structure

- Clearly defining roles & monitoring activities of committees

- Review of corporation's ethical conduct

The Directors expressed their satisfaction over the evaluation process and resultsthereof.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNELAND SENIOR MANAGEMENT PERSONNEL

The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection/ appointment/ remuneration of Directors Key ManagerialPersonnel and Senior Management.

The remuneration policy of the Company aims to attract retain and motivate qualifiedpeople at the Executive and Board levels. The remuneration policy seeks to employ peoplewho not only fulfill the eligibility criteria but also have the attributes needed to fitinto the corporate culture of the Company. The Company's policy relating to appointment ofDirectors payment of managerial remuneration directors' qualifications positiveattributes independence of Directors and other related matters as provided under Section178(3) of the Companies Act 2013 is furnished in Annexure E and forms part of thisReport.

COMMITTEES OF BOARD

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

The details of all the above committees along with composition terms of referencenumber and dates of meeting held attendance at meetings are provided in the report onCorporate Governance forming part of the Annual Report. There has been no instance wherethe Board has not accepted the recommendations of the Audit Committee.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) and section 134(5) of the Act the Directors to the bestof their knowledge hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended 31st March 2021 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

2. The accounting policies have been selected and applied consistently and thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended 31.03.2021and of the profit of the Company for that period;

3. Proper and sufficient care have been taken 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;

4. The annual accounts have been prepared on a going concern basis;

5. The internal financial controls to be followed by the Company have been laid downand such internal financial controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

HUMAN RESOURCES

The employees of our Company are the core resource and the Company has continuouslyendeavored to strengthen its employer-employee relation at all levels and valueproposition. The Company is constantly working on providing the best working environmentto its human resources with a view to inculcate leadership autonomy competence anddedication among its employees. Your Company shall always place all necessary emphasis oncontinuous development of its human resources. The Company had 97 permanent employees onits rolls as on 31st March 2021.

Disclosures pertaining to remuneration and other details are required under section197(12) of the Act read with rules made thereunder are annexed to this report as Annexure-C.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Your Company has adequate internal control procedures commensurate with its size andnature of business. The policies and procedures adopted by the Company ensures the orderlyand efficient conduct of business and adherence to Company's policies prevention anddetection of frauds and errors accuracy and completeness of accounting records and timelypreparation of reliable financial information.

The adequacy of internal control systems are reviewed by the Audit Committee of theBoard in its periodical meetings .Internal Audit is conducted periodically by CharteredAccountant who verify and report on the efficiency and effectiveness of internal controls.

Necessary certification by the Statutory Auditors in relation to Internal FinancialControl u/s 143(3) (i) of the Companies Act 2013 forms part of the Audit Report.

FRAUDS REPORTED BY THE AUDITORS

No frauds have been reported by Statutory Auditor Internal auditor or SecretarialAuditor during the year under review.

SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any subsidiary/ joint venture/ associate companies.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within themeaning of Chapter V of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the year.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties during the financial year were on anarm's length basis and were in the ordinary course of business and in compliance with theapplicable provisions of the Companies Act 2013 and the SEBI (LODR) Reg 2015. Furtherthere were no materially significant related party transactions during the year underreview made by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. Accordingly the disclosure required under Section 134(3) (h) of the Act read withRule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 is not applicable to yourCompany. As required under the SEBI (LODR) Reg 2015 related party transactions areplaced before the Audit Committee for approval. Wherever required prior approval of theAudit Committee is obtained on an omnibus basis for continuous transactions and thecorresponding actual transactions become a subject of review at subsequent Audit CommitteeMeetings.The details of related party transactions are disclosed and set out in Note No.36 to the Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and may be accessed at the weblinkhttp://www.rdbgroup.in/policies.asp.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirement under section 135 of the Companies Act 2013 and Rules madethereunder a Report on CSR activities and initiatives taken during the year in theprescribed format is given in Annexure F which is annexed hereto and forms part ofthe Directors' Report. The policy is available on the website of the Company at theweblink: http://www.rdbgroup.in/policies.asp.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy technology absorption foreignexchange earnings and outgo as per section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure Dwhich forms part of the Report.

RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy which identifyevaluate business risks and opportunities. The details of the same are covered in theManagement Discussion and Analysis Report forming part of the Board's Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY

The Company has adopted a Whistle Blower Policy for Directors and Employees to reporttheir concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct. The policy provides for adequate safeguards againstvictimization of Directors and employees who avail of the mechanism and also provided fordirect access to the Chairman of the Audit Committee. The Vigil Mechanism (Whistle BlowerPolicy) is available at the Company's website at weblinkhttp://www.rdbgroup.in/policies.asp.

During the year no case was reported under this policy and no personnel have beendenied access to the Audit Committee.

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

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future.

No penalties or strictures were imposed by SEBI Stock Exchanges or any statutoryauthority on matters relating to Capital Markets during the last three years.

The utilization of IPO proceeds as on 31.03.2021 has been reported as under:

Particulars As per prospectus net amount to be deployed from issue proceeds Incurred upto 31.03.2021
a. To finance the capital expenditure to enhance the manufacturing capacity :
Civil works - -
Plant and machineries 239127000 59235273
Pre-operative expenses 7000000 -
Provision for contingencies 11956000 -
Security for WBSEDCL 20000000 14537560
Sub_total (a) 278083000 73772833
b. General corporate purpose 50129000 49849182
c. Issue expenses 27288000 19210714
Total (a+b+c) 355500000 142832729
Balance amount to be utilized out of IPO proceeds 212667271
Interim utilization of balance IPO proceeds :
Balance in Escrow Account/Current Account 1262189
Balance in Fixed Deposits
Balance in Mutual Funds 211405082
Total 212667271

AUDIT & AUDITORS

• STATUTORY AUDITORS

At the twenty-third AGM held on September 18 2018 the Members approved appointment ofL.B. Jha & Co. Chartered Accountants (Firm Registration No.301088E) as StatutoryAuditors of the Company to hold office for a period of five years from the conclusion oftwenty-third AGM till the conclusion of the twenty-eighth AGM.

• STATUTORY AUDITORS' REPORT

The report given by the auditors on the financial statements of the Company is part ofthe Annual Report. There is no qualification reservation or adverse remark made by thestatutory auditors in their report nor have they reported any instances of fraud underSection 143 (12) of the Companies Act 2013.

• SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Ms. Disha Dugar Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year 2020-21. The

Report of the Secretarial Audit is annexed herewith as Annexure-A. There are noqualifications or adverse remark by the Secretarial Auditor in the Report.

• COST AUDIT

As per the Companies (Cost Records & Audit) Amendment Rules 2014 dated 31stDecember 2014 the products of the Company do not fall under any of the Central ExciseTariff Act 1985 heading which are covered for applicability of the above rules. HenceCost Records are not required to be maintained and Cost Audit is not applicable to thecompany.

• INTERNAL AUDITORS

Pursuant to Section 138(1) of the Act M/s Garg Narender & Co. CharteredAccountants has been appointed as the Internal Auditor of your Company for the financialyear 2020-21 to conduct the internal audit of your Company. The Internal Auditor reportsto the Audit Committee of the Board of your Company and the report of internal audit isalso placed at the meetings of the audit committee for review.

STATEMENT ON COMPLIANCES OF THE APPLICABLE SECRETARIAL STANDARDS

The Directors of your Company have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and that such systems are adequate andoperating effectively.The Company has complied with applicable Secretarial Standardsissued by Institute of Company Secretaries of India.

EXTRACT OF THE ANNUAL RETURN

A copy of the annual return for the year 2020-21 is placed on the website of thecompany and the weblink is http://www.rdbgroup.in/annualreport.asp

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016(IBC) DURING THE YEAR ALONG WITH THE STATUS AT THE END OF THE YEAR

The Company has not made or received any application under the IBC during the FinancialYear.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT TIME OF ONE TIME SETTLEMENTAND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FI (S) ALONG WITH REASONS

The Company has not made any one time settlement with the Banks.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements as stated in Regulations. The Company hascomplied with the Corporate Governance Code as stipulated under the SEBI ListingRegulations with the Stock Exchanges. The report on Management Discussion & AnalysisReport and Corporate Governance as stipulated under Schedule V Part B and Part C of theSEBI (LODR) Reg 2015 forms an integral part of this Report.

CORPORATE GOVERNANCE CERTIFICATE

In compliance with the provisions of Regulation 34 of the SEBI (LODR) Reg 2015 readwith Schedule V of the said Regulations the Corporate Governance Certificates issued bythe Practicing Company Secretary Mrs. Mausami Sengupta regarding compliance with theconditions of Corporate Governance as stipulated is annexed to this Report.

CHIEF EXECUTIVE OFFICER (CEO) /CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The CEO/CFO certification as required under Regulation 17(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been submitted to the Boardand forms part of the Annual Report.

HEALTH ENVIRONMENT AND SAFETY

Employees of the Company are the most valuable assets and their robust health andsafety is one of the top priorities of the organization. The Company has committed tomaintaining highest standard of safety health environment protection and is complyingwith all applicable statutory requirements. Your Company is committed to provide a safeand secure environment to its women employees across the organization.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company is committed to create a safe and healthy working environment that enablesthe employees to work without fear or prejudice gender bias and sexual harassment atworkplace.

Accordingly in accordance with the provision of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 your Company has formulated and adopteda Policy for Prevention Prohibition and Redressal of Sexual Harassment at Workplace. Thecompany has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013.

During the year under review no complaints were received under the provisions of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENTS

The Board is grateful for continuous patronage of the valued customers of your Company.Your Directors wish to take the opportunity to thank the Central Government StateGovernments Financial Institutions and Banks dealers and Customers shareholders and toall others who are continuing their support and assistance to the Company. Further yourDirectors express their deep sense of appreciation towards all the employees and staff ofthe company for their unstinted support and trust.

For and on behalf of the Board of Directors
By order of the Board
RDB Rasayans Limited
Sd/-
Place: Kolkata Shanti Lal Baid
Date: 25th Day of June 2021 Chairman & Managing Director
DIN:00056776

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