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Riddhi Steel & Tube Ltd.

BSE: 540082 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE367U01013
BSE 00:00 | 04 Aug 26.90 0
(0.00%)
OPEN

27.05

HIGH

27.05

LOW

26.90

NSE 05:30 | 01 Jan Riddhi Steel & Tube Ltd
OPEN 27.05
PREVIOUS CLOSE 26.90
VOLUME 6000
52-Week high 34.90
52-Week low 11.10
P/E 17.13
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 27.05
CLOSE 26.90
VOLUME 6000
52-Week high 34.90
52-Week low 11.10
P/E 17.13
Mkt Cap.(Rs cr) 22
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 19th Boards Report with theAudited Financial statements for the year ended on 31st March 2020

Financial summary or highlights of performance of the Company:

(Amt in .)
Particulars 2019-20 2018-19
Revenue from Operations 2916867826 3765397393
Other Income 12173570 18299600
Total Income from Operations (Net) 2929041396 3783696993
Profit/(Loss) before Depreciation and Tax 185695553 210917656
Less: Finance Cost 113429589 117763979
Less: Depreciation 36723880 35121407
Profit/(Loss) before Tax and Extra Ordinary Items 35542084 58032270
Less: Extra Ordinary Items - -
Less: Current Tax 7400000 18000000
Deferred Tax (2479332) (9734072)
Prior Period Tax - -
Profit/(Loss) After Tax 30621416 49766342
Balance Carried to Balance Sheet 30621416 49766342
Paid up Capital 82902520 82902520
Earnings Per Share 3.69 6.00
Reserves and Surplus 369765849 339144432

The total income from operations (net) of the Company for the year under review is Rs.2929041396as compared to Rs.3783696993 in the previous year Profit after taxationstood at Rs.30621416 as compared to Profit after taxation of Rs.49766342 inthe previous year

Dividend:

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

Transfer to reserves:

The Company has transferred of t 30621416 (Profit for the current year) in Reserveand Surplus

Change In Nature Of Business:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company

Share Capital:

The Paid up equity capital as on March 312020 was t 82902520 during the year underreview

The Company has not issued any shares with differential rights as to dividend votingor otherwise

Deposits:

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

Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2020 the Board ofDirectors hereby confirms that:

I In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures

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 at the end of the financial year and ofthe profit or loss of the Company for that period

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

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

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

Internal Financial Controls

Adequate internal control systems commensurate with the nature of the Company'sbusiness its size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising policies and procedures are designedto ensure reliability off financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

Corporate Social Responsibility (CSR)

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

Details of the Directors and Key Managerial Personnel:

During the year under review following were the changes during there was no change inBoard of

Director:

DIRECTORS RAJESHKUMAR PREETI PARAS SAURIN KIRANKUMAR
AS ON APRIL 012019 MITTAL MITTAL SHAH SHAH AGARWAL
Managing Director DIRECTOR & CFO Independent Director Independent Director Independent Director
DIRECTORS RAJESHKUMAR PREETI PARAS SAURIN KIRANKUMAR
AS ON MITTAL MITTAL SHAH SHAH AGARWAL
MARCH 31 2020 Managing Director DIRECTOR & CFO Independent Director Independent Director Independent Director

Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013. In accordance with the provisions of Section 152and other applicable provisions if any of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 (including and statutorymodification(s) or re-enactment(s) thereof for the time being in force) Mrs. Preeti MittalDirector is liable to retire by rotation at the ensuing Annual General Meeting (AGM) andbeing eligible have offered herself for re-appointment. Further Mr. Rajeshkumar Mittalwho has been on the board of our Company since March 22 2013 was designated as Managingdirector for a period of 5 (five) Years with effect from 8th January 2016. The tenure ofMr. Rajeshkumar Mittal is ending on January 07 2021 your company has proposed thereappointment on recommendation of the Nomination and Remuneration Committee and subjectto the approval of the Members in the ensuring AGM for further period of five years postcompletion of his present term in January 2021. Further during the year under review Mr.Devansh Gala has ceased to be the Company Secretary and Compliance officer w.e.f February28 2020.

Independent Directors:

As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirectors without the attendance of Non- Independent Directors to discuss the agenda itemsas required under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Independent Directors reviewed the performance ofnon-independent directors and the Board as whole reviewed the performance of theChairperson of the Company taking into account the views of executive and non-executivedirectors and assessed the quality quantity and timeliness of flow of information betweenthe Company Management and the Board that is necessary for the Board to effectively andreasonably perform their duties. The Independent Directors expressed their satisfactionwith overall functioning and implementations of their suggestions. The Company hasreceived necessary declaration from each independent director under Section 149 (7) of theact that they meet the criteria of independence laid down in Section 149 (6) of the act.

Meeting of the Company

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened as and when require.

During the year under review following meetings were held Meeting of Board ofDirectors

Sr no

Date of Meeting

RAJESHKUMAR MITTAL PREETI MITTAL PARAS SHAH SAURIN SHAH KIRANKUMAR AGARWAL
Managing Director DIRECTOR & CFO Independent Director Independent Director Independent Director
1. 01/04/2019 YES YES YES YES YES
2. 10/05/2019 YES YES YES YES YES
3. 18/06/2019 YES YES YES YES YES
4. 04/09/2019 YES YES YES YES YES
5. 14/11/2019 YES YES YES YES YES
6. 19/12/2019 YES YES YES YES YES
7. 02/03/2020 YES YES YES YES YES

Meeting of Committees: Audit Committee Meeting

Sr no Date of Meeting PARAS SHAH Independent Director SAURIN SHAH Independent Director KIRANKUMAR AGARWAL Independent Director
Chairperson Member Member
1. 10/05/2019 YES YES YES
2. 18/06/2019 YES YES YES
3. 04/09/2019 YES YES YES
4. 14/11/2019 YES YES YES
5. 02/03/2020 YES YES YES

Nomination and Remuneration Committee:

The company has adopted Nomination and Remuneration Policy which is placed on thewebsite.

Sr no Date of Meeting PARAS SHAH SAURIN SHAH KIRANKUMAR
Independent Director Independent Director AGARWAL Independent Director
Chairperson Member Member
1. 10/05/2019 YES YES YES
2. 04/09/2019 YES YES YES
3. 02/03/2020 YES YES YES

 

Stakeholder Relationship Committee Meeting:
Sr no Date of Meeting PARAS SHAH Independent Director SAURIN SHAH Independent Director KIRANKUMAR AGARWAL Independent Director
Chairperson Member Member
1. 10/05/2019 YES YES YES
2. 04/09/2019 YES YES YES
3. 14/11/2019 YES YES YES
4. 02/03/2020 YES YES YES

Meeting of Independent Director:

Sr no

Date of Meeting

PARAS SHAH

SAURIN SHAH

KIRANKUMAR AGARWAL

1.

02/03/2020

YES

YES

YES

General Meeting:
Type of meeting

Date of meeting

RAJESHKUMAR MITTAL

PREETI MITTAL

PARAS SHAH

SAURIN SHAH KIRANKUMAR AGARWAL
Extra Ordinary General Meeting (EGM)

05/06/2019

YES

YES

YES

YES YES
Annual General Meeting (AGM)

30/09/2019

YES

YES

YES

YES YES

Evaluation of Performance of Board:

The Board adopted a formal mechanism for evaluating its performance as well as that ofits Committees and individual Directors including the Chairman of the Board. The exercisewas carried out through a structured evaluation process covering various aspects of theBoard functioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgment governance issues etc.

Statutory Auditors:

M/s. Jigar Shah and Associates (FRN 128263W) were appointed as the auditors of thecompany up to the 18th Annual General Meeting (AGM) of the company form the conclusion of18th AGM till the conclusion of 6th AGM ie 23rd AGM. Therequirement for the annual ratification of the auditor's appointment at the AGM has beenomitted pursuant to the Companies (Amendment) Act 2017 made effective from May 07 2018.During the year the statutory auditors have confirmed that they satisfy the independencecriteria required under the Companies Act 2013 and Code of ethics issued by the Instituteof Chartered Accountants of India.

The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013.

The Auditors' Report does not contain any qualification reservation or adverse remark.The Auditors' Report is enclosed with the financial statements in this Annual Report.

Reporting of frauds:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made there under.

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. CharteredAccountants Proprietor - Chetan P. Shah as an Internal Auditor of the Company for theFinancial Year 2020-21 by the Board of Directors upon recommendation of the Auditcommittee.

Cost Auditor:

In terms of provisions of Section 148 of the Companies Act 2013 Mayur ChhaganbhaiUndhad Cost Accountants Ahmedabad were appointed as Cost Auditor of the Company for thefinancial year 2019-20 by the Board as recommended by the Audit Committee and they haveoffered themselves for reappointment for the Financial year 2020-21. The members arerequested in ensuring AGM to ratify the remuneration of the Mayur Chhaganbhai Undhad forFY 2020-21.

Annexures to Directors Report:

Management Discussion and Analysis:

The Management Discussion and Analysis Report on the operations of the Company havebeen provided in a separate section which forms part of this Annual Report. The report onManagement Discussion and Analysis is annexed to this Report as "Annexure-A".

Particulars of Employees and Related Disclosures:

Disclosure with respect to remuneration of Directors and employees as required underSection197 of the Companies Act 2013 read with Rule 5 (1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of the Board's Reportunder "Annexure - B" Details of employee remuneration as required underprovisions of Section 197 of the Companies Act 2013 and Rule 5 (2) and 5 (3) of Rules areavailable at the Registered Office of the Company.

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 theprescribed from i.e. Form MGT-9 is annexed herewith as "Annexure - C"which form part of annual report. The Company has also placed a copy of Annual Return ofthe Company on its website www.riddhitubes.com

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 Directorsbased on the recommendations of Audit Committee have appointed M/s. Siddharth N Maniar aPracticing Company Secretaries in Practice based in Ahmedabad to undertake the SecretarialAudit of the Company for the financial year ended 31st March 2020 and furtherthe Secretarial Auditor has offered themselves for reappointment for the financial year2020-21. The Secretarial Audit Report for the financial year 2019-20 does not contain anyqualification reservation or adverse remark. The Secretarial Audit Report is annexed hereto as "Annexure-D" and forms part of this Report.

Secretarial Auditor's Observations in Secretarial Audit Report:

There is a qualification reservation or adverse remarks or disclaimer made by theauditors in their report .

Remark Explanation by Board
No Company Secretary in the Company during the period 28/02/2020 to 31/03/2020 according to Section 203 of Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Company Secretary & Compliance officer of the Company has resigned from the respective post and company has also issued Advertisement and for appointment of new CS. Company is searching for proper candidate.

Certificate Of Non-Disqualification Of Directors:

Company is listed under SME listed and Pursuant to Regulation 34(3) and Schedule V ParaC clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is not applicable to the Company. However there are no directors as onMarch 31 2020 who are disqualified under the Companies Act 2013.

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

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

Business responsibility report:

The Business Responsibility Report as stipulated under Regulation 34(2) (f) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable tothe Company for the FY ended 31st March 2020.

Investor Services:

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

Particulars of Contracts and Arrangements with Related Party:

The Company has not entered into related party transactions as per Section 188 of theCompanies Act 2013.

Subsidiary Associate or Joint Company:

Your Company does not have any subsidiaries joint ventures and associate companies.

Vigil Mechanism / Whistle Blower Policy:

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

Details of Loan Guarantee and Investment by the Company:

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.

Report on Corporate Governance:

Your Company is listed on SME Exchange and as on Financial Year ending 31st March2020 the provisions relation to Corporate Governance is not applicable to the Companyunder Regulation 15(2)(b) of SEBI (Listing Obligation Disclosure Requirements) Regulation2015.

Research & Development

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

Prevention of Insider Trading:

In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into with effect from 15th May 2015. Pursuant there to the Company hasformulated and adopted a new Code for Prevention of Insider Trading. The Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires pre-clearance for dealing in the Company's shares and prohibits the purchase orsale of Company shares by the Directors and the designated employees while in possessionof unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed. The Board is responsible for implementation ofthe Code. All Directors and the designated employees have confirmed compliance with theCode.

Transfer of Unclaimed Dividend To Investor Education And Protection Fund:

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

Insurance:

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

Policies:

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

Risk Management:

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

Conservation of Energy Technological Absorption Foreign Exchange Earnings &Outgo:

(a) Conservation of energy:

- Steps taken/ impact on Conservation of energy

The Company has continued its efforts to improve energy efficiency from time to time.The Company has already installed Solar Panel at factory to generate and use theelectricity in the Factory.

(b) Technology Absorption:

No new technology is absorbed by the company as company is equipped in well manner withall the required technologies and machineries that it requires in order to have smoothfunctioning of business operations.

(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

DISLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company always endeavors to create and provide an environment to its employees andexternal individuals engaged with the Company that is free from discrimination andharassment including

sexual harassment. During the year under review there were no incidences of sexualharassment reported and received.

Secretarial Standard:

During the year under review the company had complied with SS-1 & SS-2 SecretarialStandard on Meetings of The Board Of Directors & Secretarial Standard on GeneralMeetings respectively.

Disclosures:

Your Directors state that no disclosure or reporting is required in respect of thefollowing 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.

Acknowledgement:

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

For Riddhi Steel and Tube Limited
RajeshKumar Mittal Preeti R. Mittal
Managing Director Director & CFO
DIN : 00878934 DIN : 01594555
Date: September 03 2020 Date: September 03 2020
Place: Ahmedabad Place: Ahmedabad

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