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Rudra Global Infra Products Ltd.

BSE: 539226 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE027T01015
BSE 00:00 | 08 Feb 70.90 0.75
(1.07%)
OPEN

72.90

HIGH

74.40

LOW

68.80

NSE 05:30 | 01 Jan Rudra Global Infra Products Ltd
OPEN 72.90
PREVIOUS CLOSE 70.15
VOLUME 3534
52-Week high 131.60
52-Week low 28.25
P/E 14.01
Mkt Cap.(Rs cr) 178
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 72.90
CLOSE 70.15
VOLUME 3534
52-Week high 131.60
52-Week low 28.25
P/E 14.01
Mkt Cap.(Rs cr) 178
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rudra Global Infra Products Ltd. (RUDRAGLOBAL) - Director Report

Company director report

To

The Members

Rudra Global Infra Products Limited

Your Directors are delighted to present Twelfth Annual Report on thebusiness and operations of your Company together with the Audited Financial Statement ofthe company for the financial year ended March 31 2022.

1. FINANCIAL PERFORMANCE;

A summary of the Company's Financial Results for the Financial Year2021-22 is as under:

(Rs in Lakhs)

RESULTS Standalone Consolidated
March 31 2022 March 31 2021 March 31 2022 March 31 2021
Total Revenues 35096.01 24062.48 35096.01 24062.48
Total Expenditure except Dep. & Financial Cost 32075.28 24494.55 32075.94 24507.67
Profit before Depreciation Financial Cost & Tax 3020.74 (432.07) 3020.07 (445.19)
Less: Depreciation and Amortization 551.34 576.66 551.54 576.92
Profit before Financial Cost & Tax 2469.39 (1009.00) 2468.53 (1022.12)
Less: Financial Cost 1644.99 1819.55 1644.99 1819.57
Profit before Tax 824.40 (2828.28) 823.54 -2841.68
Less: Taxation (19.80) 7.13 (19.79) 7.07
Profit after tax for the year 844.20 (3040.45) 843.33 (3050.89)

2. RESULTS OF OPERATIONS;

During the financial year 2021-22 the total revenue of the companyincreased by 45.85% over the previous year. At Standalone level the Total Revenue of theCompany Rs. 35096.01 Lakh during the year under review as compared to revenue of Rs.24062.48 Lakh in the previous financial year. The Net Profit for year of Rs. 844.20 Lakhas against Net Loss of Rs. -3040.45 Lakh in the previous year;

3. DIVIDEND;

To conserve resources for future prospect and growth of the Companyyour Directors regret to declare Dividend for the Financial Year 2021-22.

4. TRANSFER TO RESERVES;

During the financial year 2021-22 the Company propose to be kept Rs.844.20 Lakh in the Retained Earning of Other Equity.

5. SHARE CAPITAL;

The paid up share capital of the company as on March 31 2022 stood atRs. 2508.59 Lakh. During the year under review the Company had not issued any shares withdifferential voting rights nor had granted any stock options or sweat equity. As on March31 2022 none of the Directors of the Company hold instruments convertible into equityshares of the Company.

6. LISTING OF SHARES;

All the equity shares of Company are listed on the BSE Limited 25thFloor P.J. Towers Dalal Street Mumbai - 400 001 and listing fees for the year 2022-23has been paid.

7. DEMATERIALIZATION OF SHARES;

The Company executed Tripartite Agreement dated June 16 2015 with thedepositories national Securities Depository Limited and Central Depository Service(India) Limited for providing Demat facility to its Shareholders. For the purpose thecompany has appointed Karvy Computershare Pvt. Ltd (Currently Known as: - KFinTechnologies Ltd) 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 toincrease the turnover and profitability and are hopeful barring unforeseen circumstancesto achieve better results. Further Company has taken Revolutionary steps and started new

Concept "Rudra Mart" a Place where all Products and Materialsrelated to Construction are available. Currently "Rudra Mart" is working in thearea of Ahmadabad which will be extended to whole Gujarat within short span.

9. CORPORATE GOVERNANCE;

Detailed Corporate Governance Report of the Company regardingCompliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is annexed herewith as an"Annexure-I".

10. DEPOSITS;

Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies 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 informationand explanations obtained by them your Directors make the following statements in termsof Section 134(3) (c) of the Companies Act 2013:

a) In the preparation of the annual accounts for the financial year2021-22 the applicable accounting standards have been followed and that no materialdepartures have been made from the same.

b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the statement of profit and loss of the company for the financialyear.

c) They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls for the Company andsuch internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

Pursuant to Regulation 34 of SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 Report on Management Discussion and Analysis Report isannexed herewith as an "Annexure-II".

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO;

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8of the Companies (Accounts) Rules 2014 is annexed herewith as an "Annexure-III"to this Report.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ONITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;

In accordance with the requirements of Section 135 of Companies Act2013 the Company has constituted a Corporate Social Responsibility Committee. Thecomposition and terms of reference of the Corporate Social Responsibility Committee isprovided in the Corporate Governance Report forming part of this report and marked as"Annexure-I".

The Company has also formulated a Corporate Social ResponsibilityPolicy. Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as "Annexure-IV" to thisReport.

14. BOARD EVALUATION;

The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 in the following manners;

o The performance of the board was evaluated by the board afterseeking inputs from all the directors on the basis of the criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc. o The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

o The board and the nomination and remuneration committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. o In addition the chairman was also evaluated on the key aspectsof his role.

Separate meeting of independent directors was held to evaluate theperformance of non-independent directors performance of the board as a whole andperformance of the chairman taking into account the views of executive directors andnon-executive directors. Performance evaluation of independent directors was done by theentire board excluding the independent director being evaluated.

15. CHANGE IN NATURE OF BUSINESS;

There is no change in nature of business of the Company during the yearunder review but your boards of directors are delighted to inform you that the Companyhas expanded its products.

16. EXTRACT OF ANNUAL RETURN;

The extracts of Annual Return in Form MGT-9 pursuant to the provisionsof Section 92 (3) read with Rule 12 of the Companies (Management and administration)Rules 2014 has been uploaded on Company's Website in investor's Section athttps://www.rudratmx.com/.

17. SIGNIFICANT AND MATERIAL ORDERS;

There is no significant or material order passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in future.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON MARCH 31 2022;

Sr. No. Name of Director Designation
1. Mr. Ashok Kumar Gupta Chairman and Director
2. Mrs. Shamarani Gupta Woman Director
3. Mr. Sahil Ashok Gupta Managing Director
4. Mr. Vinodkumar Jangid Independent Director
5. Mr. Parth Paragbhai Vora Independent Director
6. Mr. Anish Rajendrakumar Gupta Independent Director
6. Mr. Vivek Tyagi Chief Executive Officer (CEO)
7. Mr. Vimal Dattani Company Secretary
8. Mr. Mayur Nagar* Chief Financial Officer (CFO)

Note: Mr. Nikhil Ashok Gupta (DIN: - 01069514) a Managing Directorof the Company has been passed away due to Covid 19 on May 21 2021;

- Mr. Arvind Jejurikar has tendered his resignation from the post ofChief Financial Officer of the Company w.e.f. November 30 2021;

- *Mr. Mayur Nagar has been appointed as a Chief Financial Officer ofthe Company w.e.f. December 01 2021.

19. MEETING OF THE BOARD AND AUDIT COMMITTEE;

The details of the number of Board and Audit Committee Meetings of yourCompany are set out in the Corporate Governance Report which forms part of this report.The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDERSECTION 186 OF THE COMPANIES ACT 2013;

During year under review Particulars of Loan Guarantees or investmentmade under section 186 of the Companies Act 2013 is mentioned in balance Sheet of theCompany.

21. STATUTORY AUDITORS AND AUDITOR'S REPORT;

Auditor's Report for FY 2021-22 signed by M/s. S. D. P. M. & Co.(Formerly Known as Sunil Dad and Co.) Chartered Accountants (Firm Registration No.126741W) Auditor of the Company who was appointed in 9th Annual General Meeting for fivefinancial Years starting from 2019-20 to 2023-24.

As per the Companies Act 2013 and amendment made thereon theprovisions regarding ratification of auditors at every annual general meeting has beendispense with.

The Report given by the Auditors on the financial statements of theCompany is part of the Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.

COST AUDITOR

M/s. Diwanji & Company Cost Accountants has carried out thecost audit for applicable business during the year. The Board of Directors has appointed M/s.Mitesh Suvagiya & Co. Cost Accountants Rajkot for the financial year 2022-23.

Company has Maintained Cost record and conducted cost audit asspecified by Central Government under Section 148 (1) of Companies Act 2013.

SECRETARIAL AUDITORS AND REPORT;

Pursuant to provision of section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed Mr. Nandish S. Dave a whole time Company Secretary in practice havingMembership No. A37176 and COP No. 13946 to undertake the Secretarial Audit of theCompany.

As required under section 204(1) of the Companies Act 2013 the Companyhas obtained a Secretarial Audit Report. The Secretarial Audit report is annexed herewithas "Annexure-V (A)". The Report contain following Remarks;

1) Company has not appointed Internal Auditor for 2021-22 as perprovision of Companies Act.

Further as per Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and necessary amendments thereto every listedentity and it's material unlisted subsidiaries incorporated in India is required to submitAnnual Secretarial 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-V (B)"

22. TRANSACTIONS WITH RELATED PARTIES;

The related party transactions have been disclosed in the financialstatements as required under Ind-As Related Party Disclosures specified under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

Further Contracts or arrangements made with related parties as definedunder Section 188 of the Companies Act 2013 during the year under review mentioned inAOC-2 enclosed as an "Annexure-VII" forming part of this report.

Note: As per Regulation 23(9) of SEBI (Listing Obligations andDisclosure 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 2021 and March 31 2022 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.

23. MATERIAL CHANGES AND COMMITMENTS;

There are no changes in commitments affecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statement relates and the date of this report. However the COVID-19pandemic has affected the market badly and resurgence appears difficult in the currentyear.

24. INVESTOR COMPLAINTS AND COMPLIANCE;

All the investor complaints are duly resolved and as on date nocomplaints are pending. The details regarding investor complaints are given under thecorporate governance report forming part of this report.

25. INTERNAL CONTROL;

The Company has set up adequate internal controls to ensure operationalefficiency safety of assets and efficient financial management. The Audit Committee ofthe Board reviews the internal controls and audit reports regularly. There is a ManagingCommittee consisting of senior functional heads and the Managing Director that meetsperiodically to review overall operations of the Company.

26. RISK MANAGEMENT POLICY;

Pursuant to section 134(3) (n) of the Companies Act 2013 the Board ofdirectors of the Company has adopted a Risk management Policy of the Company. The Companyis committed to identifying and managing risk in a manner appropriate to achieve itsobjectives.

This Policy intends to cover concerns that could have serious impactson the operational 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.

27. WHISTLE BLOWER POLICY;

The Company has adopted Vigil Mechanism/ Whistle Blower Policy. Thedetails of the Whistle Blower Policy of your Company are set out in the CorporateGovernance Report which forms part of this report.

28. PREVENTION OF INSIDER TRADING;

The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The details of the Code of Conduct for Prevention of InsiderTrading are set out in the Corporate Governance Report which forms part of this report.

The company has approved and adopted new set of policies on Disclosureof Unpublished Price Sensitive Information which is effective from April 01 2019 andhosted the same on the website of company i.e. on www.rudratmx.com.

29. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);

Our manufacturing sites and raw material locations in factory haveimplemented environmental management systems certified ISO 14001. The Raw MaterialDivision has a formal Quality Environment and Occupational Health and Safety (QEHSM)management system. Reviews and audits are conducted at fixed intervals to achievecontinual improvement. In case of a breach in environmental norms the incident isinvestigated to establish the root cause and implement corrective actions to ensure it isnot repeated.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDERESSAL) ACT 2013;

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and Redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed there under. Duringthe financial year 2021-22 the Company has not received any complaints on sexualharassment.

31. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITSSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;

Company has one subsidiary as on March 31 2022. There is no associatescompany and Joint Venture Company within meaning of Section 2 (6) of the Companies Act2013.

RUDRA AEROSPACE & DEFENCE PRIVATE LIMITED.

It was incorporated in the month of November-2017 engaged in thebusiness of production of Investment precision Casting Products. It is the fourth year andthe company is under project implementation. Statement on Subsidiary in Form AOC-1 isannexed as "Annexure-VI".

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVEDIRECTORS;

All the transactions carried out with Non Executive directors arementioned in Audit Report under the head of Related Party Transactions as well as in AOC-2Annexed to this report;

33. PARTICULARS OF REMUNERATION;

The policy on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of Directorand also remuneration for Key Managerial Personnel and other employees forms part ofCorporate Governance Report of this Annual Report.

34. PARTICULARS OF EMPLOYEES;

The ratio of the remuneration of each whole-time director/ManagingDirector to the median of employees' remuneration as per Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to this Report as "Annexure-XI".

The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect employees of the Company will be provided upon request. In terms of Section 136of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the companysecretary in advance.

There is no employee in the Company in receipt of remunerationaggregating more than Rs. One Crore Two Lakh Rupees per annum being employed throughoutthe financial year and Rs. Eight Lakh Fifty Thousand or more per month being employed forpart of the year.

35. ACKNOWLEDGEMENTS;

Your directors place on record their appreciation for co-operation andsupport extended by the Banks Shareholders RTA and Traders for their continued supportextended to the Company at all times.

The Directors further express their deep appreciation to all employeesfor high degree of professionalism and enthusiastic effort displayed by them during theyear.

Date:- September 03 2022 By behalf of the Board of Directors
Place:- Bhavnagar Rudra Global Infra Products Limited
Ashokkumar Gupta Sahil Gupta
Chairman & Director Managing Director
DIN:- 00175862 DIN:02941599

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