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Revathi Equipment Ltd.

BSE: 505368 Sector: Engineering
NSE: REVATHI ISIN Code: INE617A01013
BSE 09:52 | 01 Dec 1078.00 11.35
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NSE 09:39 | 01 Dec 1076.20 9.35
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OPEN 1074.00
PREVIOUS CLOSE 1066.65
VOLUME 250
52-Week high 1160.00
52-Week low 575.00
P/E 43.00
Mkt Cap.(Rs cr) 331
Buy Price 1065.05
Buy Qty 1.00
Sell Price 1073.55
Sell Qty 9.00
OPEN 1074.00
CLOSE 1066.65
VOLUME 250
52-Week high 1160.00
52-Week low 575.00
P/E 43.00
Mkt Cap.(Rs cr) 331
Buy Price 1065.05
Buy Qty 1.00
Sell Price 1073.55
Sell Qty 9.00

Revathi Equipment Ltd. (REVATHI) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 45th Annual Report ofyour Company together with the Audited Financial Statements for the financial year ended31st March 2022

FINANCIAL HIGHLIGHTS

The highlights of the performance of your Company during the fiscal aregiven hereunder.

Rs in lakhs

Particulars Standalone Consolidated
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Total Revenue (including other income) 10597.88 8626.15 18962.01 13798.81
Total Expenditure (including Finance Cost) 8927.24 6983.01 17175.82 13161.25
Finance Cost 463.38 250.83 527.64 287.31
Profit /(Loss) before tax for the period (before minority interest incase of consolidated) 1670.64 1643.14 1779.73 712.36
Tax Expense 545.97 476.34 468.01 451.56
Profit /(Loss) for the period (after tax and Exceptional Item) 1124.67 1166.80 1311.72 260.80
Non controlling Interest (in-case of consolidated) 0.00 0.00 41.33 (260.89)
Reserves & Surplus
Capital Reserve 1.49 1.49 1.49 1.49
General Reserve 4600.10 4600.10 5544.35 5544.35
Retained earnings 14478.91 13354.23 13192.51 11865.96
Legal/ Statutory Reserve 0.00 0.00 69.26 69.26
Consolidation Adjustment Reserve 0.00 0.00 165.61 165.61

RESULTS OF OPERATIONS

The outbreak of corona virus (COVID-19) pandemic globally and in Indiacaused a significant disturbance and slowdown of economic activity during the financialyear 2021-22. The economic activity is yet to recover to pre-covid levels. After facingsignificant challenges in FY 2020-21 the Business navigated through two disruptive wavesof the pandemic during the year under review.

On a standalone basis during the year your Company has earned revenuefrom operations to the extent of Rs.10146.67 lakhs as against Rs.8473.60 lakhs in theprevious year. The expenditure incurred during the year under review was Rs.8927.24 lakhsas against Rs.6983.01 lakhs in the previous year. After tax expense of Rs 545.97 lakhsduring the year under review the profit for the year stood at Rs.1124.67 lakhs asagainst an after tax profit of Rs. 1166.80 lakhs in the previous year. Escalatedborrowings necessitated by higher inventory holdings for exports pushed up the financecosts during the year. The company also incurred higher business expenditure to increasevisibility in new exports markets. It is gratifying to note that despite the challengingbusiness environment the Company has continued to remain profitable during the year underreview.

The total consolidated revenue from operations of your Company for theyear ended 31st March 2022 was Rs.18106.20 lakhs compared to Rs.13223.52 lakhs in theprevious year and the expenditure incurred was Rs.17175.82 lakhs against Rs. 13161.25lakhs in the previous year which resulted in a consolidated profit before tax of Rs.1779.73 lakhs during the year as against Rs. 712.36 lakhs in the previous year. After taxexpense of Rs 468.01 lakhs during the year under review the consolidated profit for theyear stood at Rs. 1311.72 lakhs as against Rs. 260.80 lakhs in the previous year. Membersmay recollect the one time expenses incurred and provisions that were made in theprevious year which resulted in a significant dip in the profits of previous year. Thedetails of division wise performance and other operational details are discussed at lengthin the Management Discussion and Analysis section.

There was no change in the nature of business of the company during thefinancial year ended 31st March 2022.

SUBSIDIARY COMPANIES

The Company has two subsidiaries namely M/s. Semac Consultants PrivateLimited - a material subsidiary within the definition of SEBI (Listing Obligations andDisclosure Requirements) Rules 2015 and M/s. Semac and Partners LLC - a step downsubsidiary (subsidiary of Semac Consultants Private Limited).

The policy on determination of material subsidiaries of the company asapproved by the Board of Directors has been uploaded on the website of the Company and canbe accessed at the link www.revathi.in/wp-content/themes/rel/pdf/Policy-on-Material-Subsidiary.pdf

The consolidated financial statements of the Company and itssubsidiaries were prepared in accordance with the applicable accounting standards and havebeen annexed to the Annual Report.

The annual accounts of the subsidiary companies are posted on thewebsite of the Company viz. www.revathi.in and will also be kept open for inspection byany shareholder at the Registered Office of the Company.

ACCOUNTS OF SUBSIDIARIES

The Board of Directors (including Audit Committee) have reviewed theaffairs of the Subsidiaries and the salient features of the financials of SubsidiaryCompanies are provided in the prescribed format AOC -1 attached as Annexure-1.

The Annual Audited Accounts of the Subsidiary Companies and the relateddetailed information will be made available to the shareholders of the Company at theRegistered Office of the Company and on the Company website www.revathi.in under thesection Investor Relations.

RESERVES

The Company has not transferred any amount to its reserves during theyear under review. However the net profit of Rs.1124.67 Lakhs has been carried forwardunder the head 'Retained Earnings.

DIVIDEND

The Board of Directors do not recommend any dividend to theshareholders for the financial year 2021-2022 since the surplus is intended to be ploughedback into the business for its future growth.

FIXED DEPOSITS

The Company do not hold/ has not accepted any deposits within themeaning of Chapter V of the Companies Act 2013 and the rules made there under. Since theCompany has not accepted any fixed deposit covered under Chapter V of the Companies Act2013 and there are no deposits remaining unclaimed or unpaid as on 31st March 2022 thequestion of default in repayment of deposits or payment of interest thereon during theyear does not arise.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

There was no unpaid/unclaimed Dividend required to be transferred toInvestor Education and Protection Fund (IEPF) pursuant to the provisions of Section 124& 125 of the Companies Act 2013 during the year under review.

However pursuant to Section 124(6) of the Companies Act 2013 readwith Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 609 (Six Hundred and Nine) equity shares of Rs.10/- (Rupees Ten only)each on which dividend had remained unclaimed for a period of 7 years is remaining in theDemat Account identified by the IEPF Authority.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs.35000000/- (RupeesThree crore fifty lakh only) divided into 3500000 (Thirty Five lakhs) equity shares ofRs 10/- each and the issued subscribed and paid-up share capital of the Company isRs.30669430 (Rupees Three crore six lakh sixty nine thousand four hundred and thirtyonly) divided into 3066943 (Thirty lakh Sixty Six thousand nine hundred and forty three)equity shares of Rs. 10/- each.

There was no change in the Capital Structure of the Company during thefinancial year under review.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2021-22 asrequired under the Companies Act 2013 is available on the website of the Company and canbe accessed at the link http://www.revathi.in/investor-relations/financials/annual-return/.

CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards ofcorporate governance and adherence to the corporate governance requirements set out bySecurities and Exchange Board of India (SEBI). The Company strives to achieve fairness forall stakeholders and to enhance long term shareholders value.

As per Regulation 34 (3)read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section onCorporate Governance practices followed by the Company together with the certificate fromM/s.MDS & Associates Coimbatore Practicing Company Secretary Firm forms an integralpart of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company consists of the following 6 (six) Directors:

1. Mr. Abhishek Dalmia Managing Director

2. Mr. Venkata Ramanan Bapoo Non-Executive- Independent Director

3. Mr. V V Subramanian Non-Executive- Independent Director

4. Mr. S G Sundarasamy Non-Executive- Independent Director

5. Ms. Deepali Dalmia Non-Executive-Non Independent Director

6. Mr. T P Gandhimathinathan Non-Executive-Non Independent Director

During the year under review Mr. Harivansh Dalmia (NonExecutive - NonIndependent Director) resigned from the Board on 01st April 2021 and Mr. Kishore NanikSidhwani (Non-Executive - Independent Director) resigned from the Board with effect from13th November 2021 due to personal reasons.

During the year under review Mr. T P Gandhimathinathan (DIN: 00013687)was appointed as an Additional Director of the Company with effect from 18th June 2021 andwas subsequently appointed as a Non-Executive Non-Independent Director of the Company witheffect from 18th June 2021by the members at the 44th Annual General Meeting held on 24thSeptember 2021.

Mr. Sundarasamy (DIN: 08829760) was appointed as an Additional Directorof the Company with effect from 12th November 2021 and was subsequently appointed as aNon-Executive Independent Director of the Company with effect from 12th November 2021 fora term of five consecutive years through postal ballot on 19th January 2022.

The members of the Company at its Annual General Meeting held on 24thSeptember 2021 approved the reappointment of Mr. V V Subramanian (DIN 05232247) as anIndependent Non-Executive Director for his second term of five consecutive years witheffect from 29th May 2022.

In accordance with the provisions of Section 152 of the Companies Act2013 ('the Act') read with the Articles of Association of the Company Mrs. Deepali Dalmiawill retire by rotation at the ensuing AGM and being eligible offers herself forre-election. The Board has recommended her re-election. Members are requested to refer tothe Notice of the Annual General Meeting and the Explanatory Statement for relevantdetails including qualifications and experience of the Director for taking an informeddecision regarding the re-appointment.

The following are the Key Managerial Personnel of the Company:

Mr. Abhishek Dalmia Managing Director
Mr. Sudhir R Chief Financial Officer
Mr. Nishant Ramakrishnan Company Secretary

During the year under review Mr. K. Maheswaran resigned as CompanySecretary and Compliance officer of the Company with effect from 15th December 2021. TheCompany appointed Mr. Nishant Ramakrishnan as Company Secretary and Compliance officer ofthe Company with effect from 11th February 2022.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and that their name is included in the data bank as per Rule 6(3) of theCompanies (Appointment and Qualification of Directors) Rules 2014.The details ofremuneration and / or other benefits of the Independent director are mentioned in theCorporate Governance Report.

Pursuant to Companies (Appointment and Qualification of Directors)Rules 2014 the Independent Director's Databank Registration Certificate issued by theIndependent Director's Databank and Indian Institute of Corporate Affairs received fromall the Independent Directors of the Company were taken note of by the Board of Directors.

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES ANDINDEPENDENCE OF A DIRECTOR

The Company has a Nomination and Remuneration Policy that spells outthe criteria for determining qualifications positive attributes and independence of aDirector and the policy on remuneration of Directors Key Managerial Personnel and seniormanagement employees including functional heads. The Policy enables and encourages thediversity of the Board and also provides the mechanism for the performance evaluation ofthe Chairman individual Directors Board of Directors and its Committees. The Board ofDirectors and the Nomination and Remuneration Committee of the Company periodically reviewthe policy regarding the criteria for appointment and remuneration of Directors includingIndependent Directors Key Managerial Persons and Senior Management. The Nomination andRemuneration policy has been framed in accordance with Section 178 of the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. TheNomination and Remuneration Committee of the Company oversees the implementation of theNomination and Remuneration policy of the Company. The composition of the Nomination andRemuneration Committee and other relevant details are provided in the Corporate GovernanceReport.

The Nomination and Remuneration policy of the Company is available onthe Company's website at www.revathi.in/wp-content/themes/rel/pdf/Nomination-Remuneration-Policy-19.pdf

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITYEXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORSAPPOINTED DURING THE YEAR

The Board of Directors have evaluated the Independent Directorsincluding those appointed/ re-appointed during the year 2021-22 and opined that theintegrity expertise and experience (including proficiency) of the Independent Directorsis satisfactory.

BOARD DIVERSITY POLICY

The Company recognizes and embraces the importance of a diverse Boardin its success. A truly diverse Board will leverage differences in thought perspectiveknowledge skill regional and industry experience age race and gender etc. which willhelp the Company to retain its competitive advantage. The Policy on Board Diversity hasbeen adopted by the Company and available at the website athttps://www.revathi.in/investor-relations/.

FAMILIARIZATION PROGRAMS

In compliance with the requirements of the Listing Regulations theCompany has put in place a familiarization program for the Independent Directors tofamiliarize them with their roles rights and responsibilities as Independent Directorsthe working of the Company nature of the industry in which the Company operates businessmodel and so on. All new independent directors inducted into the Board attend anorientation program. Further at the time of the appointment of an independent directorthe Company issues a formal letter of appointment outlining his / her role functionduties and responsibilities. The details of the familiarization programmes imparted toindependent directors is also available at the Company website at https://www.revathi.in/investor-relations/familiarization-programme/

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee is responsible foridentifying persons who are qualified to become Directors and who may be appointed insenior management in accordance with the criteria laid down in the Nomination andRemuneration Policy. The Committee shall also recommend to the Board the appointment ofany new Directors/Key Managerial Personnel

or removal of the existing Directors/Key Managerial Personnel. TheCommittee recommends to the Board as to whether to extend or continue the term ofappointment of the independent directors on the basis of the report of performanceevaluation of Independent Directors. After carefully evaluating and analyzing therecommendations of the Nomination and Remuneration Committee the Board of Directors ofthe Company decides whether to appoint a new Director/Key Managerial Personnel orreappoint / remove an existing Director/ Key Managerial Personnel as the case may be.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THEINDIVIDUAL DIRECTORS AND COMMITTEES

The Board has carried out an annual evaluation of its own performancethe Directors individually as well as the working of the Committees of the Board. TheBoard performance was evaluated based on inputs received from all the Directors afterconsidering criteria such as Board composition and structure effectiveness of Board /Committee processes and information provided to the Board etc. The Board and theindividual Directors have also evaluated the performance of Independent and NonindependentDirectors the Board as a whole and that of the Chairman of the Meetings.

Company's policy relating to director's appointment payment ofremuneration and other matters provided under section 178(3) of the Companies Act 2013

The Company pursuant to the provisions of Section 178 of the CompaniesAct 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has formulated a policy on Nomination and Remunerationfor its Directors Key Managerial Personnel and senior management which inter aliaprovides for the diversity of the Board and the mechanism for performance evaluation ofthe Directors. The details of this policy can be accessed on the Company's website atwww.revathi.in/wp-content/themes/rel/ pdf/Nomination-Remuneration-Policy-19.pdf

BOARD MEETINGS

The Board Meetings of the Company were held with requisite notice andwith a valid quorum. The Board met 4 (Four) times during the financial year 2021-2022 on18th June 2021 13th August 2021 12th November 2021 and11thFebruary 2022. The maximuminterval between any two meetings did not exceed 120 days. The details of the compositionof the Board Meetings attendance of the Directors and other relevant details are providedin the Corporate Governance Report which forms a part of the Annual Report.

The Directors have devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and these systems are adequate andoperating effectively. The Company has duly complied with the Secretarial Standards issuedby the Institute of Company Secretaries of India on meetings of the Board of Directors(SS-1) and General Meeting (SS-2).

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

Details of the composition of the Board Committees of the Boardattendance of the Directors/ Committee Members at such Meetings and other relevant detailsare provided in the Corporate Governance Report which forms a part of the Annual Report.

AUDIT COMMITTEE

The Company has constituted an Audit Committee in accordance with theprovisions of Section 177 of the Companies Act 2013 and Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Kindly refer to the Section onCorporate Governance under the head 'Audit Committee' for matters relating to thecomposition meetings and functions of the Committee. The Board has accepted the AuditCommittee's recommendations during the year wherever required and hence no disclosure isrequired under Section 177(8) of The Companies Act 2013 with respect to rejection of anyrecommendations of Audit Committee by Board.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act 2013 the Companyhas constituted a Corporate Social Responsibility Committee (CSR Committee) consisting ofthe following directors as members:

1. Mr. Abhishek Dalmia

2. Mr. V V Subramanian

3. Mr. Venkata Ramanan Bapoo

The Company's CSR objective is promoting education eradicating hungerpoverty and malnutrition promoting healthcare including preventive health care andsanitation and making available safe drinking water ensuring environmentalsustainability training to promote rural sports rural development projects. The Companyhas developed a CSR policy in line with the activities mentioned in Schedule VII of theCompanies Act 2013.

The Annual Report on Corporate Social Responsibility activitiesundertaken by the Company is furnished in Annexure II and is attached to this report..

The CSR Policy of the Company is available on the Company's website inthe link: http://www.revathi.in/

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year the Company has increased its investment in SubsidiaryCompany M/s. Semac Consultants Private Limited from 95.44% to 95.86%. Also during theyear the Company has invested Rs. 1100.61 lakhs in M/s. Purple Orchid Tree LLPRs.100lakhs each in the preference share capital of M/s. Webklipper Technologies PrivateLimited and Grand Anicut GAAF Vyaapar II out of treasury surplus.

The details in respect of Investments and Corporate Guarantee providedby the Company have been disclosed in the Notes to the financial statements. The Companyhas complied with provisions of Section 186 of the Companies Act 2013 during the yearunder review and the Loans Guarantees and Investments made by the Company do not exceedthe limits approved by the members of the Company under Section 186 of the Companies Act2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company duringthe financial year were in compliance with the applicable provisions of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.There are no materially significant Related Party Transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committeeand also before the Board for their approval. Prior omnibus approval of the AuditCommittee was obtained for the transactions which were of a repetitive nature. Thetransactions entered into pursuant to the omnibus approval so granted were reviewed andstatements giving details of all related party transactions were placed before the AuditCommittee and the Board of Directors for their approval on a quarterly basis.

The Company has framed a Related Party Transactions Policy. The Policyas approved by the Board is uploaded on the Company's website athttps://www.revathi.in/investor-relations/governance/.

Particulars of contracts or arrangements with related parties referredto in sub section (1) of Section 188 in Form No. AOC 2 of the Companies (Accounts) Rules2014 is attached as Annexure III.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and company's operation infuture.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

The Board of Directors of the Company during the year under reviewapproved the composite Scheme of Arrangement amongst Renaissance Advanced ConsultancyLimited ("RACL") and Renaissance Consultancy Services Limited ("RCSL")and Renaissance Stocks Limited ("RSL") and Revathi Equipment Limited("REL") and Semac Consultants Private Limited ("SCPL") and RenaissanceCorporate Consultants Limited ("RCCL"). The detail of the scheme is available atthe Company's website at https://www.revathi.in/investor-relations/scheme-of-arrangement/.

Other than this there were no material changes and commitmentsaffecting the financial position of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENTHE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

The Company has received "No objection" from the SEBI and theStock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited (NSE) tothe Composite Scheme of Arrangement of Revathi Equipment Limited in terms of Regulation 94of SEBI (LODR) Regulations 2015 so as to enable the Company to file the draft scheme ofarrangement with National Company Law Tribunal (NCLT). As per the scheme:

• Renaissance Advanced Consultancy Limited ("RACL") andRenaissance Stocks Limited ("RSL") the wholly owned subsidiary of RACLpromoters of the Company will merge into Revathi Equipment Limited ("REL") andthe equity shares

held by RACL and RSL in REL will stand cancelled upon the schemebecoming effective. The equity shares of Rs. 10 each fully paid up of REL shall be issuedand allotted as fully paid up to the equity shareholders of RACL.

• Revathi Equipment Limited ("REL") will demerge andtransfer its existing business of designing manufacturing and marketing of blast holedrills to Renaissance Corporate Consultants Limited (RCCL) and 1 equity share of Rs. 10each fully paid up of RCCL will be issued for every 1 equity share of Rs. 10 each held bythe shareholders of REL.Renaissance Corporate Consultants Limited will be renamed to"Revathi Equipment India Limited" and the equity shares of RCCL will be listedand/ or admitted to trading on the Stock Exchanges on which the existing equity shares ofREL are listed.

• Semac Consultants Private Limited subsidiary of the Companywill merge with Revathi Equipment Limited and subsequent to the merger the Company willbe renamed to Semac Consultants Limited and the Memorandum of Association and Articles ofAssociation of REL shall without any further act instrument or deed be stand alteredmodified and amended in line with the Semac Consultants Private Limited("SCPL").

• Revathi Equipment Limited (REL) shall continue the business ofSemac Consultants Private Limited ("SCPL") under the new name of "SemacConsultants Limited".

The Company has filed a Joint Application along with other parties tothe Composite Scheme of Arrangement with the Hon'ble National Company Law TribunalChennai bench on 28thJuly 2022. The Scheme remains subject to receipt of applicableregulatory and other approvals as identified in the Scheme uploaded on the Companywebsite. Apart from the above there have been no material changes and commitments whichaffect the financial position of the Company that have occurred between the end of thefinancial year to which the financial statements relate and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Management Discussionand Analysis is presented in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information pertaining to conservation of energy technologyabsorption Foreign Exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isfurnished in Annexure IV and is attached to this report.

STATUTORY AUDITORS

M/s. S S Kothari Mehta & Co (Firm Registration No. 000756N)Chartered Accountants New Delhi was appointed as the Statutory Auditors of the Companyto hold office from the conclusion of the 43rd Annual General Meeting held on 25thSeptember 2020for a period of 5 consecutive years till the conclusion of the 48th AnnualGeneral Meeting to be held in the year 2025.

The Company has received necessary consent letter and certificate fromM/s. S.S. Kothari Mehta & Co (Firm Registration No. 000756N) Chartered AccountantsNew Delhi to the effect that their appointment if made would be within the prescribedlimits under Section 141(3) of the Act and that they are not disqualified from beingappointed as the Statutory Auditors of the Company.

There are no audit qualifications reservations or adverse remarks fromthe Statutory Auditors during the year under review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr.M.D.Selvaraj of M/s. MDS & Associates Company Secretaries inPractice Coimbatore to undertake the Secretarial Audit of the Company for the financialyear 2022-2023.

The Secretarial Audit Report for the financial year 2021-2022 forms apart of the Annual Report and is attached as Annexure V.

COMMENTS ON AUDITOR'S REPORT

a) There are no qualifications reservations or adverse remarks ordisclaimers made by M/s. S.S. Kothari Mehta & Co. Statutory Auditors.

With regard to the observation of the Secretarial Auditor that theBoard of Directors of the Company did not comprise of a minimum of 6 directors during theperiod from 1st April 2021 to 17th June 2021 the Board of Directors wish to state thatit had corrected its composition with the appointment of Mr. P. Gandhimathinathan (DIN:00013687) as Non-Executive Non-Independent Director at its meeting dated 18th June 2021with effect from 18th June 2021.

COST AUDITORS

The provisions of Section 148(1) of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 will be applicable to the Company for thefinancial year 2022-2023. Accordingly the Company has duly made and maintained the costrecords as mandated by the Central Government.

The Company has appointed M/s. P. Mohankumar & Co Cost Accountants(Firm Registration Number 100490) as Cost Auditors of the Company to conduct the audit ofthe cost records of the Company for the financial year 2022-2023 at a remuneration of Rs.100000 (Rupees One Lakhs only) (excluding all taxes and reimbursement of out of pocketexpenses). Pursuant to Section 148 of the Companies Act 2013 read with Rule 14 of theCompanies (Accounts) Rules 2014 the remuneration payable for the year 2022-23 to theCost Auditor of the Company is subject to ratification by the Shareholders at the ensuingAnnual General Meeting. The Board recommends his remuneration.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the Statutory Auditors nor theSecretarial Auditor has reported to the Audit Committee under Section 143 (12) of theCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which would need to be mentioned in the Board's report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has implemented and evaluated the Internal FinancialControls which provides a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes and policies safeguarding ofassets prevention and detection of frauds accuracy and completeness of accountingrecords. The Company has an effective internal control and risk mitigation system whichis reviewed and constantly updated. The effectiveness of the internal controls includingthe internal financial controls of the Company are reviewed by the Audit Committee and bythe Board annually. Further the Company has also appointed independent Internal Auditorswho review and monitor the internal financial controls and their adequacy in the course oftheir audit. The Directors and Management confirm that the Internal Financial Controls ofthe Company are adequate and commensurate with the size and nature of business of theCompany.

CEO/CFO CERTIFICATION

As required under SEBI (Listing Obligations and DisclosureRequirements) Rules 2015 the Chairman and Managing Director and the Chief FinancialOfficer have furnished necessary certificate to the Board on the financial statementspresented.

RISK MANAGEMENT

The Company has a structured risk management policy which iscontinuously reviewed by the Management and by the Board of Directors of the Company. TheRisk Management Policy of the Company assists the Board in:

a) Safeguarding the organization from various risks through appropriateand timely actions.

b) Anticipating evaluating and mitigating risks in order to minimizeits impact on the business.

c) Ensuring that potential risks are inventorised and integrated withthe management process such that they receive the necessary consideration during decisionmaking.

d) Ensuring that all the risks that the organization faces such asstrategic financial credit market liquidity security property IT legalregulatory reputational etc have been identified and assessed.

The Risk management process is designed to safeguard the organizationfrom various risks through adequate and timely actions. It is structured to anticipateevaluate and mitigate risks in order to minimize its impact on the business. The potentialrisks are inventorised and integrated with the management process such that they receivethe necessary consideration during decision making. The Company ensures that the AuditCommittee as well as the Board of Directors are kept duly informed about risk assessmentand management procedures and status. These procedures are periodically reviewed to ensurethat the executive management monitors and controls risks.

HUMAN RESOURCES MANAGEMENT

The employees are the most important assets of the Company. The Companyis committed to hiring and retaining the best talent and being among the industry'sleading employers. The Company has also taken steps to retain its talent pool enhanceskill of existing people and recruit the most suited talent to spearhead its growthinitiatives. For this the Company focusses on promoting a collaborative transparent andparticipative organization culture and rewarding merit and sustained high performance.The human resource management of the Company focuses on allowing the employees to developtheir skills grow in their career and to navigate to the next level.

PARTICULARS OF EMPLOYEES

The Company has 217 permanent employees on a standalone

basis as of 31st March 2022. The disclosures as stipulated under Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as Annexure VI.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has provided for adequate safeguards to deal with instancesof fraud and mismanagement and to report concerns about unethical behavior or anyviolation of the Company's code of conduct. The policy on Vigil Mechanism is available inthe website of the Company athttp://www.revathi.in/wp-content/themes/rel/pdf/Whistle-Blower-Policy-19.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has been employing women employees in various cadres withinthe Office / factory premises. The Company has in place the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) policy in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress any complaintregarding sexual harassment.

The following is a summary of sexual harassment complaints received anddisposed off during the year 2021-22:

• No. of complaints at the beginning of the year 2021-22:NIL

• No. of complaints received during the year 2021-22:NIL

• No. of complaints disposed off during the year 2021-22:NIL

• No. of complaints at the end of the year 2021-22:NIL

PREVENTION OF INSIDER TRADING POLICY

The Company has adopted a Code of Conduct for Prevention of InsiderTrading in accordance with SEBI (Prohibition of Insider Trading) Regulations 2015 with aview to regulate trading in securities by the Directors and designated employees of theCompany. The Board of Directors of the Company have amended the policy pursuant to SEBI(Prohibition of Insider Trading) (Amendment) Regulations 2018 which are effective fromApril 1 2019. and the same is available on the website of the Companyhttps://www.revathi.in/investor-relations/governance/.

The Company has also appointed an outside agency to monitor and reportto the Company regarding the trading in securities by the Directors and designatedemployees of the Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 DURING THE YEAR

No applications have been made and no proceedings are pending againstthe Company under the Insolvency and Bankruptcy Code 2016.

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

The disclosure under this clause is not applicable as the Company hasnot undertaken any one-time settlement with the banks or financial institutions.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the CompaniesAct 2013 the Board of Directors affirm that:

(a) in the preparation of the annual accounts for the financial yearending 31st March 2022the applicable Accounting Standards have been followed and thereare no material departures from those standards.

(b) the Directors have selected such accounting policies and haveapplied them consistently and made judgments and estimates that were reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as on31st March 2022 and of the profit of the Company for the financial year ended on thatdate.

(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

(d) the Directors have prepared the annual accounts for the financialyear ended 31st March 2022 on a 'going concern' basis.

(e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively.

(f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

ACKNOWLEDGMENTS

Your Directors place on record their sincere appreciation of theassistance and guidance provided by the Regulators Stock Exchanges and other statutorybodies . Your Directors express their appreciation of the dedicated efforts andcontributions made by the employees at all levels. The Directors also place on recordtheir appreciation of the continued support and recognition provided by the company'sesteemed customers and bankers

By Order of the Board
For Revathi Equipment Limited
ABHISHEK DALMIA
PLACE : Coimbatore Chairman and Managing Director
DATE : 13.08.2022 DIN: 00011958

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