Rudra Global Infra Products Limited
Your Directors are delighted to present Tenth Annual Report on the business andoperations of your Company together with the Audited Financial Statement of the companyfor the financial year ended March 31 2020.
1. FINANCIAL PERFORMANCE;
A summary of the Company's Financial Results for the Financial Year 2019-20 is asunder:
|RESULTS || |
|March 312020 ||March 31 2019 ||March 312020 ||March 31 2019 |
|Total Revenues ||36234.19 ||56260.41 ||36237.66 ||56256.40 |
|Total Expenditure except Dep. & Financial Cost ||33987.29 ||52505.12 ||34000.66 ||52505.66 |
|Profit before Depreciation Financial Cost & Tax ||2246.90 ||3755.29 ||2237.00 ||3750.74 |
|Depreciation and Amortization ||566.96 ||463.66 ||567.22 ||463.82 |
|Profit before Financial Cost & Tax ||1679.94 ||3291.63 ||1669.78 ||3286.92 |
|Financial Cost ||1598.76 ||735.25 ||1598.84 ||735.34 |
|Profit before Tax ||81.18 ||2556.38 ||70.94 ||2551.58 |
|Less: Taxation ||57.49 ||981.40 ||57.50 ||981.44 |
|Profit after tax for the year ||23.69 ||1574.98 ||13.44 ||1570.14 |
2. RESULTS OF OPERATIONS;
During the financial year 2019-20 The total revenue of the company decreased by 35.6%over the previous year. At Standalone level the Revenue from operation stood at Rs.362.34 Crore during the year under review as compared to revenue of Rs. 562.60 Crore inthe previous financial year. The Net Profit for year the stood at Rs. 23.69 Lakh asagainst Rs. 1574.98 Lakh in the previous year;
To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2019-20.
4. TRANSFER TO RESERVES;
During the financial year 2019-20 the Company propose to transfer Rs. 23.69 Lakh tothe General Reserve out of amount available for appropriation;
5. SHARE CAPITAL;
The paid up share capital of the company as on March 31 2020 stood at Rs. 2508.60 LakhDuring the year under review
During the year under review Company had issued equity shares on preferential basiswhich is as follow ;
|Particular ||Date ||Authority |
|Company has Increased its Authorized Share Capital from Rs. 250000000 to Rs. 255000000 of the Company. ||June 25 2019 ||Members (Members has given their consent in EGM held on June 25 2019) |
|*lssue of 998253 Equity Shares of Rs. 10/- each issued at a Premium of Rs. 190.35/- on Preferential Basis. ||October 21 2019 ||Members (Members has given their consent in EGM held on October 21 2019) |
|In Principal Approval for Preferential Issue ||December 17 2019 ||Bombay Stock Exchange has |
| || ||approved |
|Allotment of Security of Preferential Issue ||December 31 2019 ||Board Of Directors |
|Listing approval of 998253 equity shares of Preferential Issue ||February 07 2020 ||Bombay Stock Exchange has approved |
|Trading Approval of Preferential Issue ||April 13 2020 ||Bombay Stock Exchange has approved |
*Members had passed special Resolution for Preferential issue of 1000000/- equityshares of Rs. 200 each (Rs. 10 Face Value and Rs. 190 Premium) after that there were bitchange in Valuation of Shares already done and accordingly the company had reduced theNumber of Shares and Applied for Listing.
During the year under review the Company had not issued any shares with differentialvoting rights nor had granted any stock options or sweat equity. As on March 31 2020none of the Directors of the Company hold instruments convertible into equity shares ofthe Company.
6. LISTING OF SHARES;
All the equity shares of Company are listed on the BSE Limited 25th Floor P.J.Towers Dalal Street Mumbai - 400 001 and listing fees for the year 2019-20 has beenpaid.
7. DEMATERIALIZATION OF SHARES;
The Company executed Tripartite Agreement dated June 16 2015 with the depositoriesnational Securities Depository Limited and Central Depository Service (India) Limited forproviding Demat facility to its Shareholders. For the purpose the company has appointedKarvy Computershare Pvt. Ltd (Currently Known as: - KFin Technologies PrivateLimited) as a Registrar and Share Transfer Agent.
8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS;
The Management has taken various measures to control the cost and to increase theturnover and profitability and are hopeful barring unforeseen circumstances to achievebetter results. Further Company has taken Revolutionary steps and started new Concept"Rudra Mart" a Place where all Products and Materials related to Constructionare available. Currently "Rudra Mart" is working in the area of Ahmadabad whichwill be extended to whole Gujarat within short span.
9. CORPORATE GOVERNANCE
Detailed Corporate Governance Report of the Company regarding Compliance of theConditions of Corporate Governance pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed herewith as an "Annexure-I.
Your Company has not accepted any deposits within the meaning of Section 73 of thecompanies Act 2013 and read with Companies (Acceptance of Deposits) Rules 2014.
11. DIRECTOR'S RESPONSIBILITY STATEMENT;
To the best of their knowledge belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
a) In the preparation of the annual accounts for the financial year 2019-20 theapplicable accounting standards have been followed and that no material departures havebeen made from the same.
b) They have selected such accounting policies and applied them consistently and madejudgments and estimates reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the er financial year and of the statement of profitand loss of the company for the financial year.
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls for the Company and such internalfinancial controls are adequa and operating effectively; and
f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and su systems are adequate and operating effectively.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT;
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 Report on Management Discussion and Analysis Report is annexed herewithas an "Annexure- II".
13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO;
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies(Accounts) Rules 2014 is annexed herewith as an 'Annexure III' to this Report.
14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES;
In accordance with the requirements of Section 135 of Companies Act 2013 the Companyhas constituted a Corporate Social Responsibility Committee. The composition and terms ofreference of the Corporate Social Responsibility Committee is provided in the CorporateGovernance Report forming part of this report and marked as "Annexure - I".
The Company has also formulated a Corporate Social Responsibility Policy. Annual reporton CSR activities as required under the Companies (Corporate Social Responsibility Policy)Rules 2014 has been appended as 'Annexure-IV' to this Report.
15. BOARD EVALUATION;
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 in the following manners;
The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performanceof the individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. o Inaddition the chairman was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held to evaluate the performance ofnon-independent directors performance of the board as a whole and performance of thechairman taking into account the views of executive directors and non-executivedirectors. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.
16. CHANGE IN NATURE OF BUSINESS;
There is no change in nature of business of the Company during the year under reviewbut your boards of directors are delighted to inform you that the Company has expandedits products.
17. EXTRACT OF ANNUAL RETURN;
The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished herewith as "Annexure V" and is attached to this Report.
18. SIGNIFICANT AND MATERIAL ORDERS;
There is no significant or material order passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON MARCH 31 2020;
|Name of Director ||Designation |
|1. Mr. Ashok Kumar Gupta ||Chairman and Director |
|2. Mrs. Shamarani Gupta ||Woman Director |
|3. Mr. Nikhil Gupta ||Managing Director |
|4. Mr. Vinodkumar Jangid ||Independent Director |
|5. * Mr. Vikrambhai Shah ||Independent Director |
|6. Mr. Arvind Jejurikar ||Chief Financial Officer (CFO) |
|7. Mr. Vivek Tyagi ||Chief Executive Officer (CEO) |
|8. Mr. Vimal Dattani ||Company Secretary |
1. ) *Mr. Himanshu Desai an Independent Director of the Company has tendered hisresignation w.e.f. August 01 2019.
Event occurred after the end of Financial Year but before the date of Annual GeneralMeeting.
2. ) Five Years Tenure of Mr. Vikrambhai Shah has been completed on May 15 2020 and heshows his unwillingness for reappointment on the board for Second Term.
3. ) Mr. Sher Singh Ishwar Singh Shekhawat (DIN: 08821664) has been appointed as anAdditional Non Executive Director by board in their Meeting held on July 08 2020.
20. MEETING OF THE BOARD AND AUDIT COMMITTEE;
The details of the number of Board and Audit Committee Meetings of your Company are setout in the Corporate Governance Report which forms part of this report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013;
During year under review Particulars of Loan Guarantees or investment made undersection 186 of the Companies Act 2013 is mentioned in balance Sheet of the Company.
22. STATUTORY AUDITORS AND AUDITOR'S REPORT;
Pursuant to Section 139 of the Act read with Companies (Audit and Auditors) Rules2014 as amended from time to time M/s. J. Vageriya & Associates CharteredAccountants (Firm Registration No. 124193W) and M/s. Sunil Dad & Co. CharteredAccountants (Firm Registration No. 126741W) Joint Auditors were appointed in 9th AnnualGeneral Meeting for five financial Year starting from 2019-20 to 2023-24.
Further as per the companies act 2013 and amendment made thereon the provisionsregarding ratification of auditors at every annual general meeting has been dispense
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report
M/s Diwanji & Company Cost Accountants carried out the cost audit forapplicable business during the year. The Board of Directors has appointed M/s. Diwanji& Company Cost Accountants for the financial year 2019-20.
Company has Maintained Cost record and conducted cost audit as specified by CentralGovernment under Section 148 (1) of Companies Act 2013.
23. SECRETARIAL AUDITORS AND REPORT;
Pursuant to provision of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. Nandish S. Dave a whole time Company Secretary in practice having MembershipNo. A37176 and COP No. 13946 to undertake the Secretarial Audit of the Company.
As required under section 204(1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. The Secretarial Audit report is annexed herewith as"Annexure VI-A". The Report contain following Remarks;
1. ) Composition of Board of Directors is not as per Regulation 17 of SEBI (ListingObligations and Disclosure
Requirements) Regulations 2015;
2. ) Company has Not appointed Internal Auditor For 2019-20 as per Section.
Further as per Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and necessary amendments thereto every listed entity andit's material unlisted subsidiaries incorporated in India is required to submit AnnualSecretarial Compliance Report to the concern stock exchange within 60 days from theclosure of respective financial year regarding the status of compliances done by thelisted entity as prescribed under SEBI (LODR) Regulations 2015. Same has been annexedherewith as "Annexure VI-B"
Clarification by Board on Remarks of Secretarial Auditor;
1.) Board of Directors hereby clarify that Mr. Himanshubhai an Independent Director ofthe Company has tendered his Resignation from the Post of with effect from August 012019 after that Company was Looking after suitable person for the Post of IndependentDirector and in this regard Board has Appointed Mr. Sher Singh Ishwar Singh Shekhawat(DIN: 08821664) as an Additional Independent Director in their meeting held on July 082020.
2.) Company is in due process to finding Suitable Person to Conduct Internal Audit ofthe Company.
24. TRANSACTIONS WITH RELATED PARTIES;
The related party transactions have been disclosed in the financial statements asrequired under Ind-As Related Party Disclosures specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014. Further Contracts orarrangements made with related parties as defined under Section 188 of the Companies Act2013 during the year under review mentioned in AOC-2 enclosed as an 'Annexure VIII'forming part of this report. Note: As per Regulation 23(9) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2018 (Amendment) the company has also filed theRelated Party Transactions on the consolidated basis with the stock exchange for the halfyear ended on September 30 2019 and March 31 2020 and the same will be accessible on thewebsite of the stock exchange i.e. www.bseindia.com and on the website of the companywww.rudratmx.com.
25. MATERIAL CHANGES AND COMMITMENTS;
There are no changes in commitments affecting the financial position of the companywhich have occurred between the end of the financial year of the company to which thefinancial statement relates and the date of this report. However the COVID-19 pandemichas affected the market badly and resurgence appears difficult in the current year.
26. INVESTOR COMPLAINTS AND COMPLIANCE;
All the investor complaints are duly resolved and as on date no complaints are pending.The details regarding investor complaints are given under the corporate governance reportforming part of this report.
27. INTERNAL CONTROL;
The Company has set up adequate internal controls to ensure operational efficiencysafety of assets and efficient financial management. The Audit Committee of the Boardreviews the internal controls and audit reports regularly. There is a Managing Committeeconsisting of senior functional heads and the Managing Director that meets periodically toreview overall operations of the Company.
28. RISK MANAGEMENT POLICY;
Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directors ofthe Company has adopted a Risk management Policy of the Company. The Company is committedto identifying and managing risk in a manner appropriate to achieve its objectives.
This Policy intends to cover concerns that could have serious impacts on theoperational and financial performance of the Company. The scope of the policy is toidentify assess and treat the risks associated with the Company and building frameworkand risk management programs reviewing of the effectiveness of such programs andcollectively to achieve the target of the Company.
29. WHISTLE BLOWER POLICY;
The Company has adopted Vigil Mechanism/ Whistle Blower Policy.
The details of the Whistle Blower Policy of your Company are set out in the CorporateGovernance Report which forms part of this report.
30. PREVENTION OF INSIDER TRADING;
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The details of the Code of Conduct for Prevention of Insider Trading are set outin the Corporate Governance Report which forms part of this report.
The company has approved and adopted new set of policies on Disclosure of UnpublishedPrice Sensitive Information which is effective from April 01 2019 and hosted the same onthe website of company i.e. on www.rudratmx.com.
31. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);
Our manufacturing sites and raw material locations in factory have implementedenvironmental management systems certified to ISO 14001. The Raw Material Division has aformal Quality Environment and Occupational Health and Safety (QEHSM) management system.Reviews and audits are conducted at fixed intervals to achieve continual improvement. Incase of a breach in environmental norms the incident is investigated to establish theroot cause and implement corrective actions to ensure it is not repeated.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDERESSAL) ACT 2013;
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and Redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2019-20 the Company has not received any complaints on sexual harassment.
33. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;
Company has one subsidiary as on March 31 2020. There is no associates company andJoint Venture Company within meaning of Section 2 (6) of the Companies Act 2013.
RUDRA AEROSPACE & DEFENCE PRIVATE LIMITED.
It was incorporated in the month of November-2017 engaged in the business ofproduction of Investment precision Casting Products. It is the second year and the companyis under project implementation. Statement on Subsidiary is annexed as Annexure VII
34. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS;
During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
35. PARTICULARS OF REMUNERATION;
The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees forms part of CorporateGovernance Report of this Annual Report.
36. PARTICULARS OF EMPLOYEE;
The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure - XII.
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect employees ofthe Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
There is no employee in the Company in receipt of remuneration aggregating more thanRs. 6000000 per annum being employed throughout the financial year and Rs. 500000 ormore per month being employed for part of the year.
Your directors place on record their appreciation for co-operation and support extendedby the Banks Shareholders RTA and Traders for their continued support extended to theCompany at all times.
The Directors further express their deep appreciation to all employees for high degreeof professionalism and enthusiastic effort displayed by them during the year.
| || |
By behalf of the Board of Directors
| || |
RUDRA GLOBAL INFRA PRODUCTS LIMITED
| ||Ashokkumar Gupta ||Nikhil Gupta |
|Place:- Bhavnagar ||Chairman & Director ||Managing Director |
|Date:- September 04 2020 ||DIN:-00175862 ||DIN:- 01069514 |