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Riddhi Steel & Tube Ltd.

BSE: 540082 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE367U01013
BSE 00:00 | 31 Aug Riddhi Steel & Tube Ltd
NSE 05:30 | 01 Jan Riddhi Steel & Tube Ltd
OPEN 15.00
PREVIOUS CLOSE 15.00
VOLUME 3000
52-Week high 15.72
52-Week low 6.60
P/E 4.09
Mkt Cap.(Rs cr) 12
Buy Price 12.25
Buy Qty 3000.00
Sell Price 13.50
Sell Qty 3000.00
OPEN 15.00
CLOSE 15.00
VOLUME 3000
52-Week high 15.72
52-Week low 6.60
P/E 4.09
Mkt Cap.(Rs cr) 12
Buy Price 12.25
Buy Qty 3000.00
Sell Price 13.50
Sell Qty 3000.00

Riddhi Steel & Tube Ltd. (RIDDHISTEEL) - Director Report

Company director report

To

The Members

Riddhi Steel and Tube Limited

83/84 Village Kamod Piplaj-Pirana Road

Ahmedabad - 382427 Gujarat.

Your Directors are pleased to present their Eighteenth Boards Report with the Audited Financial statements for the year ended on 31st March 2019.

1. Financial summary or highlights of performance of the Company:

(Amt in Rs.)

Particulars2018-192017-18
Total Revenue37836969932701725888
Profit/(Loss) before Depreciation and Tax210917656166417837
Less: Finance Cost11776397985307536
Less: Depreciation3512140732819216
Profit/(Loss) before Tax and Extra Ordinary Items5803227048291085
Less: Extra Ordinary Items--
Less: Current Tax1800000015966482
Deferred Tax(9734072)957377
Prior Period Tax--
Add/Less: MAT credit Entitlement--
Profit/(Loss) After Tax4976634231367226
Balance Carried to Balance Sheet4976634231367226
Paid up Capital8290252082902520
Reserves and Surplus339144432289378090

2. Certification ISO 9001:2015

Your Company has obtained the Quality Management Systems Certifications ISO 9001:2015 for manufacture and supply of ERW Pipes and Tubes Hollow Sections and Allied products.

3. Share Capital:

The Paid up equity capital as on March 31 2019 was Rs. 829.03 Lacs during the year under review. The Company has not issued any shares with differential rights as to dividend voting or otherwise.

4. Dividend:

With a view to conserve resources and expansion of business your Directors have thought it prudent not to recommend any dividend for the financial year under review.

5. State of Company's Affairs:

Your Company has achieved the Total Turnover of Rs. 3783696993 during Financial Year 2018-19 as against the Turnover of 2017-18 Rs. 2701725888 showing an increase of 40% over the Previous Year. The management puts continuous efforts to increase the efficiency and turnover. Similarly the Net Profit of your Company during Financial Year 2018-19 is Rs. 49766342 as against the Net Profit of 2017-18 Rs. 31367226 showing hike of 58.60% over the Previous Year.

6. Deposits:

The Company has neither accepted nor renewed any deposits within the meaning of Companies (Acceptance of Deposits) Rules 2014.

7. Transfer to Reserves:

Your company has not transferred any amount to reserves during the year under consideration.

8. Change in Nature of Business:

There was no change in nature of business during the year under review.

9. Internal Financial Controls

Adequate internal control systems commensurate with the nature of the Company's business its size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability off financial reporting timely feedback on achievement of operational and strategic goals compliance with policies procedure applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

10. Extracts of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) of companies (Management and Administration) Rules 2014 the extract of Annual Return in the prescribed from i.e. Form MGT-9 is annexed herewith as Annexure C which form part of annual report.

11. Declaration by Independent Directors:

The Company has received and takes on record the declarations received from the Independent Directors of the Company in accordance with the Section 149(6) of the Companies Act 2013 confirming their independence and Regulation 25 of the Listing Regulations.

12. Details of the Directors and Key Managerial Personnel:

During the year under review following were the changes during the year.

1. Resignation of Mr. Shankar Prasad Bhagat w.e.f. 07.04.2019 from the post of Independent Director of the Company.

2. Appointment of Mr. Kirankumar Agarwal as the Independent Director of the Company w.e.f. 07.04.2019.

Further none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act 2013.

13. Conservation of Energy Technological Absorption Foreign Exchange Earnings and Outgo:

(a) Conservation of energy:

- Steps taken/ impact on Conservation of energy with special reference to the following:

- Steps taken by the Company for utilizing alternate sources of energy

- The Company has started for setting up of a Solar Panel at factory in order to generate and use the electricity in the Factory.

- Capital investment on energy conservation as per the Financial Statements.

(b) Technology Absorption:

No new technology is absorbed by the company as company is equipped in well manner with all the required technologies and machineries that it requires in order to have smooth functioning of business operations. The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review expenditure on research and development is not significant in relation to the nature size of operations of your Company.

(c) Foreign exchange Earnings and Outgo:

- Foreign Exchange earned in terms of actual Inflows during the year - Nil

- Foreign Exchange outgo during the year in terms of actual Outflows - Nil

14. Corporate Social Responsibility (CSR)

Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover does not exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore in any financial year hence the provisions of section 135 of the Companies Act 2013 are not applicable.

15. Risk Management:

Apart from normal business risk no major risk is foreseen that in the opinion of the Board may threaten the existence of the Company. During the Year the Board has decided that Audit Committee shall identify risk assess monitor review and report the risk engaged in the business and shall also carry out the role of Risk Management.

16. Material Changes and Commitments Affecting the Financial Position of the Company:

There are no material changes and commitments affecting the financial position of the company have occurred between the ends of the financial year of the company.

17. Investor Services:

The Company and its Registrar M/s. Karvy Fintech Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent endeavored their best to service the Investors satisfactorily. Your Company has constituted a Committee comprising of 3 Independent Directors of the Company to redress the Investor grievances.

18. Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act 2013 in relation to the audited financial statements of the Company for the year ended 31st March 2019 the Board of Directors hereby confirms that:

I. That in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

III. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. That the Directors had prepared the annual accounts on a going concern basis and that the directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively.

V. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. Particulars of Contracts and Arrangements with Related Party:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year the company had not entered into any contract or arrangement or transactions with related parties which could be considered 'material' (i.e. transactions exceeding ten percent of the annual turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly there are no transactions that are required to be reported in form AOC-2. However you may refer to Related Party transactions as per the Accounting Standards in Note No. 21.5 of the Financial Statements.

20. Subsidiary Associate or Joint Company:

The Company does not have any subsidiary joint venture or associate companies within the meaning of Section 2(6) and 2(87) of the Companies Act 2013. As such a report in the prescribed Form AOC -1 as per first proviso to sub-section (3) of Section 129 of the Companies Act 2013 and Rules made thereunder is not required to be attached and a policy for determining material subsidiary is not required to be framed by the Company.

21. Evaluation of Performance of Board:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

I. Key attributes of the Independent Directors that justify his/her extension / continuation on the Board of the Company.

II. Participation of the Directors in the Board proceedings and his/her effectiveness. The evaluation was carried out by means of the replies given / observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors quality of interactions amongst them and it effectiveness

22. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013

The Company ensures that there is a healthy and safe atmosphere for every woman employee at the workplace. Further there was no case filled during the year under the sexual harassment of woman at workplace.

23. Board Meetings:

Five Meetings of the Board of Directors were held during the year viz. on 07.04.2019 30.05.2018 30.08.2018 14.11.2018 and 21.02.2019. In respect of such meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes book maintained for the purpose. No circular resolutions were passed by the Company during financial year under review.

NameDesignationNo of Board Meeting Attended
RajeshKumar MittalManaging Director5/5
Preeti MittalDirector5/5
Paras K ShahIndependent Director5/5
Kirankumar Agarwal*Independent Director4/4
Saurin S. ShahIndependent Director5/5
Shankar P. Bhagat*Independent Director1/1

* Mr. Shankar Bhagat resigned w.e.f. from 07.04.2018. * Mr Kirankumar Agarwal were Appointed on 07.04.2018.

24. Audit Committee:

The Audit committee comprise of three Directors out of which majority directors are Independent Directors. The audit Committee met Four times during the year viz. on 30.05.2018 30.08.2018 14.11.2018 and 21.02.2019.

The composition Role terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of the Securities Exchange Board of India (Listing obligations and Disclosures Requirement) Regulations 2015 and section 177 of the Companies Act 2013 and rules framed there under. The details of all related party transactions are placed periodically before the Audit Committee. And the recommendation made by the Audit Committee were accepted by the Board.

NameDesignationNo of Board Meeting Attended
Paras K ShahIndependent Director - Chairman4/4
Kirankumar AgarwalIndependent Director Member4/4
Saurin S. ShahIndependent Director - Member4/4
Shankar P. Bhagat*Independent Director MemberN.A.

* Mr. Shankar Bhagat resigned w.e.f. from 07.04.2018.

* Mr Kirankumar Agarwal were Appointed on 07.04.2018.

25. Nomination and Remuneration Committee:

In compliance with section 178 of the Companies Act 2013 your Company has in place 'Nomination and Remuneration Committee. The powers role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under regulation 19 of Securities and Exchange Board of India (Listing obligation and Disclosure Requirement) Regulations 2015 and section 178 of Companies Act 2013 and Rules and Regulations framed thereunder besides other terms as may be referred by the Board of Directors.

The committee comprise of three Directors out of which all are Independent Directors. The NRC Committee met one time during the year viz. on 07.04.2018.

NameDesignationNo of Board Meeting Attended
Paras K ShahIndependent Director Chairman1/1
Kirankumar AgarwalIndependent Director MemberN.A.
Saurin S. ShahIndependent Director - Member1/1
Shankar P. Bhagat*Independent Director Member1/1

* Mr. Shankar Bhagat resigned w.e.f. from 07.04.2018.

* Mr Kirankumar Agarwal were Appointed on 07.04.2018.

26. Stakeholder Relationship Committee:

The committee comprise of three Directors out of which all are Independent Directors. The SRC Committee met four time during the year viz on 07.04.2019 30.05.2018 14.11.2018 and 21.02.2019.

NameDesignationNo of Board Meeting Attended
Paras K ShahIndependent Director Chairman4/4
Kirankumar AgarwalIndependent Director Member3/3
Saurin S. ShahIndependent Director - Member4/4
Shankar P. Bhagat*Independent Director Member1/1

* Mr. Shankar Bhagat resigned w.e.f. from 07.04.2018.

* Mr Kirankumar Agarwal were Appointed on 07.04.2018.

27. Annual General Meeting:

Details of the Last Three Annual General Meetings is as under:

Sr. NoAGM DatePlace
117th AGM - 27.09.2018Registered Office
216th AGM - 09.09.2017Registered Office
315th AGM - 30.09.2016Registered Office

28. Vigil Mechanism / Whistle Blower Policy:

The Company has formulated Whistleblower Policy in conformity with the provisions of Section 177 (9) of the Companies Act 2013 and Listing Regulations to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/ Chairman of the Audit Committee of the Company for the purpose of dealing with instance of fraud and mismanagement if any and also ensure that whistleblowers are protected from retribution whether within or outside the organization.

29. Details of Loan Guarantee and Investment by the Company:

The details of Loan Guarantee and Investment by the Company is given in the Notes to the Accounts.

30. Auditors and Auditors' Report:

Statutory Auditor:

M/s. Y. J. Malkani & Co. Chartered Accountants (FRN:143143W) have resigned as auditors of the Company w.e.f. 09.05.019 and in whose place M/s. Jigar Shah and Associates (FRN 128263W) were appointed as the auditors of the company up to the ensuing AGM of the company.

Thus the Company shall place the matter relating to such appointment of Auditors by members at this Annual General Meeting for appointment of M/s. Jigar Shah and Associates as the Auditors of the Company.

Hence the members are requested to consider the appointment of Auditors and also to fix their remuneration.

Statutory Auditor's Observations in Audit Report:

The notes on financial statement referred to in the auditor's report are self-explanatory. There is no qualification reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation / comment from the board.

Internal Auditor:

Pursuant to the provision of section 138 of the Companies Act 2013 and the Companies (Accounts) Rules 2014 the Company has re-appointed M/s C.P. Shah and Co. Chartered Accountants Proprietor Chetan P. Shah as an Internal Auditor of the Company for the Financial Year 2019-20 by the Board of Directors upon recommendation of the Audit committee.

Cost Auditor:

In terms of provisions of Section 148 of the Companies Act 2013 and in accordance with notification issued by the Ministry Of Corporate Affairs F. No. 52 /26/ CAB - 2010 dated 24th January 2012 M/s Mayur Chhaganbhai Undhad Cost Accountants Ahmedabad were appointed as Cost Auditor of the Company for the financial year 2018-19 by the Board as recommended by the Audit Committee and they have offered themselves for reappointment for the Financial year 2019-20.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors based on the recommendations of Audit Committee have appointed M/s. Siddharth N Maniar a Practicing Company Secretaries in Practice based in Ahmedabad to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2019 and further the Secretarial Auditor has offered themselves for reappointment for the financial year 2019-20. The Secretarial Audit Report for the financial year 2018-19 does not contain any qualification reservation or adverse remark. The Secretarial Audit Report is annexed here to as Anexure-A and forms part of this Report.

Secretarial Auditor's Observations in Secretarial Audit Report:

There is no qualification reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation by the Board.

31. Particulars of Employees and Related Disclosures:

Disclosure with respect to remuneration of Directors and employees as required under Section197 of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of the Board's Report (Annexure -B).

Details of employee remuneration as required under provisions of Section 197 of the Companies Act 2013 and Rule 5 (2) and 5 (3) of Rules are available at the Registered Office of the Company.

32. Report on Corporate Governance:

As per SEBI circular no. Securities And Exchange Board of India (Listing Obligations And Disclousure Requirements) Regulation 2015 No. SEBI/LAD-NRO/GN/2015-16/013 dated September 2 2015 Company's paid up capital is less than Rs. 10 Crores and Net Worth is also less than Rs. 25 Crore or Company listed on SME Platform Company was not required to comply with the norms of the corporate Governance. Since the Company was listed on SME Exchange only as on Financial Year ending 31st march 2019 therefore the provisions relation to Corporate Governance is not applicable to the Company.

33. Management Discussion and Analysis:

The Management Discussion and Analysis Report on the operations of the Company have been provided in a separate section which forms part of this Annual Report.

34. Research & Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review expenditure on research and development is not significant in relation to the nature size of operations of your Company.

35. Prevention of Insider Trading:

In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations 2015 which came into with effect from 15th May 2015. Pursuant there to the Company has formulated and adopted a new Code for Prevention of Insider Trading. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

36. Transfer of Unclaimed Dividend To Investor Education And Protection Fund:

In terms of Section 125 of the Companies Act 2013 and other applicable provisions if any of the Companies Act 2013 including any statutory modifications or re-enactments thereof there was no unpaid/unclaimed dividend declared paid last year.

37. Insurance:

The Company has taken adequate insurance cover on all movable and immovable assets to recover various types of risks.

38. Policies:

The Company has formulated various policies as required under various Rules and Regulations duly approved by the Board.

39. Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

I. Details relating to deposits covered under Chapter V of the Act.

II. Issue of equity shares with differential rights as to dividend voting or otherwise.

III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

IV. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

As per the requirement under The Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013 read with rules made there under your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review there were no complaints pertaining to sexual harassment.

40. Acknowledgement:

The Board of Directors also wish to place on record their gratitude and appreciation to all the Members and Stakeholders for their trust and confidence shown in the Company.

For and on behalf of the Board

For Riddhi Steel and Tube Limited

Sd/-

RajeshKumar Mittal

Managing Director

DIN 00878934

Date: September 04 2019

Place: Ahmedabad

.