To
The Members
Raghav Productivity Enhancers Limited
We are delighted to present on behalf of Board of Directors, the 14th Annual Report of
Raghav Productivity Enhancers Limited (the company or Raghav) along with Audited Financial
Statement for the financial year ended March 31, 2023.
The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.
1. FINANCIAL RESULTS
(` In Lakhs except EPS)
Particulars |
Standalone |
Consolidated |
|
31/03/2023 |
31/03/2022 |
31/03/2023 |
31/03/2022 |
Revenue from operations |
13,775.98 |
10,072.60 |
13,738.78 |
10,001.34 |
Other Income |
186.06 |
275.37 |
43.92 |
149.77 |
Total Income |
13,962.04 |
10,347.97 |
13,782.70 |
10,151.11 |
Finance Costs |
92.90 |
64.08 |
15.15 |
42.42 |
Depreciation and amortization expenses |
254.98 |
235.38 |
260.39 |
224.16 |
Profit/(Loss) Before Tax |
3,466.95 |
2,467.13 |
3,358.02 |
2,359.83 |
Less: Tax Expenses |
883.18 |
611.07 |
836.24 |
576.34 |
Net Profit/ (Loss) After Tax |
2,583.77 |
1,856.06 |
2,521.79 |
1,783.49 |
Earnings per share (Basic) |
22.51 |
16.55 |
21.97 |
15.90 |
Earnings per share (Diluted) |
22.51 |
16.55 |
21.97 |
15.90 |
2. RESUL TS OF OPERATIONS AND STATE OF COMPANY'S
During the year under review, the revenue of the company has been significantly
increased in comparison to the previous financial year. The Company has achieved
standalone revenue from operations of ` 13,775.98 Lakhs as compared to ` 10,072.60 Lakhs
in the previous financial year which shows an increase in Operational Profit (PBT) of `
3,466.95 Lakhs as compared to ` 2,467.13 Lakhs in the previous Financial Year.
After deduction all expenses, the company has earned Net Profit after Tax from
operations of ` 2,583.77 Lakhs in comparison to
` 1,856.06 Lakhs in the previous financial year; which shows a significant increase of
39.21%.
Further, during the year under review the company has allotted 6,00,000 (Six Lakh)
Equity Shares pursuant to conversion of Unsecured Compulsory Convertible Debentures having
a face value of ` 10/- each at a premium of ` 505/- (Rupees Five hundred and Five Only)
per equity share, which increases the Paid up capital of Company from ` 10,87,63,000/-
(Ten Crores Eighty Seven Lakh And Sixty Three Thousand Only) to `11,47,63,000/- (Eleven
Crores Forty Seven Lakh And Sixty Three Thousand Only).
AFFAIRS The Company is in process of setting up a manufacturing plant for Silica
Ramming Mass, which is a greenfield expansion of its existing plant at Newai, Tonk under
its wholly owned subsidiary Raghav Productivity Solutions Private Limited. The plant will
have manufacturing capacity of 108,000 MTPA which will increase the combined manufacturing
capacity from 180,000 MTPA to 288,000 MTPA.
Company is having good sales visibility and the Board of Directors are hopeful to reap
more profits in the coming years as well.
3. DIVIDEND
The Company has always endeavored to retain a balance by providing an appropriate
return to the Shareholders while simultaneously retaining a reasonable portion of the
profit to maintain healthy financial leverage with a view to support and fund the future
expansion plans.
The Board of Directors recommended a dividend of ` 1.00/-per fully paid up Equity Share
(previous year ` 1.00/-) of face value of ` 10/- each for the financial year ended March
31, 2023. The total Dividend outgo amounts to ` 1.15 Crores/- (previous year 2021-22 `
1.09 Crore).
In ter ms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the Listing Regulations"), Dividend Distribution Policy duly
approved by the Board is available on the website of the Company and can be accessed at
https://tiimg.tistatic. com/fm/1116159/dividend-distribution-policy.pdf. The Board has
recommended dividend based on the parameters laid down in the Dividend Distribution Policy
and dividend will be paid out of the profits for the year.
4. AMOUNTS TRANSFERRED TO RESERVES
Your Board doesn't propose to transfer any amount to General Reserve in terms of
Section 134(3)(j) of the Companies Act, 2013 ("the Act") for the
financial year ended on March 31, 2023. Further, the Balance specified in the individual
head is detailed as below:
` In Lakhs)
S. Reserve Head |
Opening Balance |
Addition |
Deduction |
Closing Balance |
No. |
|
|
|
|
1. Securities Premium Account |
1776.91 |
2608.13 |
0.00 |
4385.04 |
2. Surplus/ Profit and Loss Account |
5388.01 |
2583.77 |
54.38 |
7917.40 |
5. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of the Company during the financial year
2022-2023.
6. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES
Name of Company |
CIN |
Type |
Raghav Productivity Solutions Private Limited |
U26990RJ2020PTC072716 |
Wholly owned Subsidiary |
Raghav Productivity Solutions Private Limited is a wholly Owned Subsidiary of the
company and engaged in the business of manufacturing and trading of Ramming Mass. During
the year the Company has suffered net loss of ` 6.23 Lakhs and no such major activity has
been done. There has been no material change in the nature of the business of the
subsidiary.
Further, during the year under review the Subsidiary has received investment of ` 52.00
Crores from its holding Company M/s. Raghav Productivity Enhancers Limited by way of
issuance of Unsecured Compulsory Convertible Debentures (CCD's) being convertible into
equity shares for the purpose of capital expenditure, working capital and general
corporate purposes.
Pursuant to the provisions of section 129(3) of the Act, the Company has prepared
Consolidated Financial Statements which forms part of this Annual Report. A separate
statement providing details of performance and salient features of the financial
statements of the Company's Subsidiary in prescribed Form AOC-1 is annexed as Annexure-1
' to this report.
The Audited Financial Statements including the consolidated financial statements of the
Company and all other documents required to be attached thereto is available on the
Company's website and can be accessed at i.e. www.rammingmass. com. The financial
statements of the subsidiary, as required are available on the Company's website and can
be accessed at i.e. www.rammingmass.com. These documents will also be available for
inspection on all working days, during business hours, at the Registered Office of the
Company.
Further, there was no Company which has ceased to be Company's Subsidiary, Joint
Venture or Associate Company during the financial year ended on March 31, 2023.
7. CHANGES IN CAPITAL STRUCTURE
The Authorised Share Capital of the Company is `12,00,00,000/- (Rupees Twelve Crores
Only) divided into 1,20,00,000 (One Crore and Twenty Lakhs) Equity Shares of ` 10.00
(Rupees Ten Only) each.
During the year under review, the company has raised its paid-up capital by issuing
6,00,000 Equity Shares of face value of ` 10/- (Rupees Ten Only) each at a premium of `
505/- (Rupees Five Hundred And Five Only) per Equity Share of the Company pursuant to
conversion of Compulsory Convertible debentures (CCD's), on Preferential Basis, after
taking all the necessary approvals.
After the said allotment, the paid up Equity Share Capital is `11,47,63,000/- (Rupees
Eleven Crores Forty Seven Lakhs and Sixty Three Thousand Only) divided into 1,14,76,300
(One Crore Fourteen Lakhs Seventy-six Thousand Three Hundred) Equity Shares of `10/-
(Rupees Ten Only) each.
8. ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERSION OF COMPULSORY CONVERTIBLE
DEBENTURE (CCD's)
The Board of Directors in its meeting held on 8th March, 2023 approved the allotment of
6,00,000 (Six Lakh) Equity shares pursuant to conversion of Unsecured Compulsorily
Convertible Debentures ("CCDs") of the Company at face value of ` 10/- (Rupees
Ten only) each at a premium of ` 505/- (Rupees Five hundred and five Only) per equity
share to the following Investor;
S. No. Name of Investor |
No. of Equity shares |
Face Value of Equity shares |
Total consideration |
1 Mrs. Rekha Jhunjhunwala (Nominee of Late Mr. Rakesh Jhunjhunwala) |
6,00,000 |
` 10/- |
30,90,00,000 |
F urther, the Company has duly obtained listing and approvals from Stock Exchange and
completed all the formalities regarding allotment.
9. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the Company's website and can be accessed at
www.rammingmass.com
10. MATERIAL CHANGES AND COMMITMENTS
After the closure of the financial year, Company has made investment of `13,00,00,000/-
(Rupees Thirteen Crores) by subscribing the Unsecured Compulsory Convertible Debentures of
M/s. Raghav Productivity Solutions Private Limited (Wholly Owned Subsidiary).
Board of Directors has proposed to increase its Authorized Share Capital from `
12,00,00,000/- (Rupees Twelve Crore only) to 23,00,00,000/- (Rupees Twenty Three Crore
only). The said proposal shall be placed in the ensuing Annual General Meeting for the
necessary approval of the shareholders of the Company.
Further, keeping in view the above mentioned changes in the
Authorized Share Capital, the Board of Directors has also proposed to issue Bonus
Equity Shares in the proportion of 1 (one) Bonus Equity Share of ` 10/- each for every 1
(one) existing fully paid-up Equity Share of ` 10/- each to the Equity Shareholders whose
name is appearing in the Register of Members as on Record Date (to be decided later on)
determined by the Board or a Committee of the Company. The said proposal shall be placed
in the ensuing Annual General Meeting for the necessary approval of the shareholders of
the Company.
Apart from the above, In pursuance to section 134(3) (L) of the Act , no material
changes and commitments have occurred after the closure of the financial year to which the
financial statements relate till the date of this report, affecting the financial position
of the Company.
11. MATERIAL ORDERS
In pursuance to Rule 8(5)(vii) of the Companies (Accounts)
Rules, 2014, no significant or material orders were passed by the regulators or courts
or tribunals impacting the going concern status and Company's operations in future.
12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Pursuant to the provisions of section 186 of the Act and Schedule V of the Listing
Regulations, the company has made investment in its wholly owned subsidiary details of
which are provided in the financial statements. Further, there are no loans granted,
guarantees given or issued or securities provided by your Company in terms of section 186
of the Act, read with the rules issued there under.
13. RELATED PARTY TRANSACTIONS
During the financial year ended March 31, 2023, all the transactions with the Related
Parties as defined under section 188 the Act read with rules framed there-under and
Regulation 23 of the Listing Regulations were in the ordinary course of business'
and at arm's length' basis. The Company does not have a Material Subsidiary'
as defined under Regulation 16(1)(c) of the Listing Regulations.
During the year under review, the Company did not enter into any Related Party
Transactions which require prior approval of the Members. All Related Party Transactions
of your Company had prior approval of the Audit Committee and the Board of Directors, as
required under the Listing Regulations. Subsequently, the Audit Committee and the Board
have reviewed the Related Party Transactions on a periodic basis. During the year under
review, there has been no materially significant Related Party Transactions having
potential conflict with the interest of the Company except with the wholly owned
subsidiary.
Further As per SEBI (LODR) Regulations, 2015 and Companies Act, 2013 transactions
entered into between a holding company and its wholly owned subsidiary is exempted from
any type of approvals whether by Board or shareholders.
There are no particulars of material contracts or arrangements with related parties
referred in section 188(1) of the Act. Necessary disclosures required under the AS-18 have
been made in Note No. 38 of the Notes to the Financial Statements for the year ended March
31, 2023.
The Company has formulated a Policy on materiality of Related Party Transactions and
the said Policy has been uploaded on the website of the Company and can be accessed at
www.rammingmass.com. Further, your Company has an internal mechanism for the purpose of
identification and monitoring of Related Party Transactions.
14. CREDIT RATINGS
During the financial year 2022-2023, on the basis of recent development including
operational and financial performance of the Company, Credit Rating Agency- CRISIL has
assigned stable rating as follows:
Facilities |
Ratings |
Long Term Bank Facilities |
CRISIL A-/Stable |
Further, the company has been regular in making principal and interest repayments to
the Banks and financial institutions.
15. BOARD AND COMMITTEE MEETINGS
The details of Board and Committee meetings held during the financial year ended on
March 31, 2023 and the attendance of the Directors are set out in the Corporate Governance
Report which forms part of this report.
The frequency of Board Meetings and quorum at such meetings were in accordance with the
Act, the Listing Regulations and Secretarial Standards-1 on Meetings of the Board of
Directors issued by ICSI. The intervening gap between any two meetings was within the
period prescribed by the Act and the Listing Regulations.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board plays a crucial role in overseeing how the management serves the short and
long term interests of shareholders and other stakeholders. This belief is reflected in
our governance practices, under which we strive to maintain an effective, informed and
independent Board of Directors and keep our governance practices under continuous review.
As on March 31, 2023, the total Board strength comprises of 7 Directors out of which 3
Directors are Executive Directors and 4 are Non- Executive Independent Directors. All
Independent Directors of the company as on the date of this report have also registered on
Independent Directors in Database of IICA for Independent Directors.
The Company's Board Members are from diverse backgrounds with skills and experience in
critical areas like Marketing, Finance & Taxation, Economics, Law, Governance etc.
Further, all Independent Directors are persons of eminence and bring a wide range of
expertise and experience to the board thereby ensuring the best interests of stakeholders
and the Company. They take active part at the Board and Committee Meetings by providing
valuable guidance to the management on various aspects of Business, Policy Direction,
Compliance etc. and play critical role on issues, which enhances the transparency and add
value in the decision making process of the Board of Directors. The composition of the
Board also complies with the provisions of the Act and Regulation 17(1) of Listing
Regulations. The Board reviews its strength and composition from time to time to ensure
that it remains aligned with the statutory, as well as business requirements.
During the year under review, the following changes occurred in the Board of Directors:
A) Retire By Rotation
In accordance with the provisions of Articles of Association of the Company,
read with Section 152 of the Act, Mr. Sanjay Kabra, Whole-time Director of the company,
whose office is liable to retire at the ensuing Annual General Meeting, being eligible,
seeks reappointment. Based on performance evaluation and the recommendation of the
Nomination and Remuneration Committee, the Board recommends his reappointment.
B) Appointment of Director
Mr. Hemant Nerurkar Madhusudan was appointed as an Additional Director by Board
of Directors of the Company on May 14, 2022 and re-appointed by the members of the Company
as an Independent Non-Executive Director for a term of 5(five) consecutive years at their
13th Annual General Meeting (AGM) held on 25th July, 2022
Mr. Amar Lal Daultani was appointed as an Independent Non-Executive Director for
a term of 5(five) consecutive years in the 13th Annual General Meeting (AGM) held on 25th
July, 2022
C) Resignation of Director
Mr. Amar Lal Daultani Independent Director of the company has to resign from the post
of directorship of the company w.e.f. June10, 2022 due to expiry of his tenure as per
regulation 17(1c) of SEBI (LODR) Regulations, 2015. The Board place on record its
appreciation for the assistance and guidance provided by him during his tenure as Director
of the Company.
D) Re-appointments of KMP
It is being proposed to re-appoint Mr. Rajesh Kabra as Managing Director of the Company
for the period of three consecutive years effective from 01/12/2023 in the ensuing Annual
General Meeting whose tenure is going to be expire on 30/11/2023.
It is being proposed to re-appoint Mr. Sanjay Kabra as Chairman cum Whole Time Director
of the Company for the period of three consecutive years effective from 01/12/2023 in the
ensuing Annual General Meeting whose tenure is going to be expire on 30/11/2023.
It is being proposed to appoint and re-designate Mrs. Krishna Kabra as Non-Executive
Director (Under Non Independent Category) of the Company effective from 01/12/2023 in the
ensuing Annual General Meeting whose tenure as Whole Time Director is going to be expire
on 30/11/2023.
Necessary resolutions for the appointment/ re- appointment of aforesaid Directors,
wherever applicable, have been incorporated in the notice convening the ensuing AGM. As
required under the listing regulations and Secretarial Standards on General Meetings
issued by ICSI, the relevant details of Directors retiring by rotation and/or seeking
appointment/re-appointment at the ensuing AGM are furnished as Annexure A' to
the notice of AGM.
None of the Directors of the Company are disqualified/ debarred as per the applicable
provisions of the Act and the Securities and Exchange Board of India.
17. NUMBER OF MEETINGS OF THE BOARD
Six (6) meetings of the Board were held during the year. For details of meetings of the
Board, please refer to the Corporate Governance Report, which is a part of this report.
18. COMMITTEES OF BOARD
The Board of Directors of the Company has constituted the following Committees: a)
Audit Committee b) Corporate Social Responsibility Committee c) Nomination and
Remuneration Committee d) Stakeholders Relationship Committee e) Bank & Credit
Committee
The Committees' composition, charters and meetings held during the year and attendance
thereat, are given in the Report on Corporate Governance forming part of this Annual
Report.
19. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations, all Independent Directors of the Company have given declaration that
they meet the criteria of independence.
It is to be further noted that and per the provisions of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 all three Independent Directors
of the company have registered their name as Independent Directors in Database of IICA and
Mr. Govind Saboo and has passed the online proficiency self-assessment test and Mr.
Praveen Totla, Mr. Amar Lal Daultani and Mr. Hemant Nerurkar Madhusudan are exempted to
clear the said online proficiency self-assessment test.
The terms & conditions for the appointment of Independent Directors are given on
the website of the Company' website and can be accessed at i.e. www.rammingmass.com
Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties. The Independent Directors have also confirmed that they have
complied with the Company's code of conduct prescribed in Schedule IV to the Act.
20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In compliance with the requirements of the Act and the Listing Regulations, the Company
has put in place a familiarization programme for the Independent Directors with regard to
their roles, rights and responsibilities in the Company and provides details regarding the
nature of the industry in which the Company operates the business models of the Company
etc. which aims to provide insight to the Independent Directors to understand the business
of the Company. Upon induction, the Independent Directors are familiarized with their
roles, rights and responsibilities.
The details of the familiarization program for Independent Directors are available on
the Company's website and can be accessed at www.rammingmass.com
21. FORMAL ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and
Listing Regulations.
The performance evaluation of the Board was based on criteria such as composition and
role of the Board, Board communication and relationships, functioning of Board Committees
of Board processes, manner of conducting the meetings, review of performance of Executive
Directors, value addition of the Board members and corporate governance, succession
planning, strategic planning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of
independent directors, performance of non-independent directors, the Board as a whole and
Chairman of the Company was evaluated, taking into account the views of executive
directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting
of Nomination and Remuneration Committee, the performance of the Board, its Committees,
and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire Board, excluding the independent director being
evaluated.
The Board found the evaluation satisfactory and no observations were raised during the
said evaluation in current year as well as in previous year
22. AUDITOR AND REPORT THEREON
Statutory Auditor
M/s. A. Bafna & Co., Chartered Accountants, Jaipur (Firm Registration Number:
03185C) were appointed as Statutory Auditors of the Company, at the Annual General Meeting
held on June 25, 2021 for a period of five years from the conclusion of 12th Annual
General Meeting till the conclusion of 17th Annual General Meeting to be held in year
2026.
In this regard and rules made there-under, the Company has received certificate from
the in accordance with provisions of Section 141 of the Act.
M/s. A. Bafna & Co., Chartered Accountants, have submitted their Report on the
Financial Statements of the Company for the Financial Year 2022-23, which forms part of
the Annual Report 2022-23.
There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in their Audit Reports that may call for any explanation from
the Directors.
As per sub section 12 of section 143 of the Act during the financial year no fraud was
reported by the Auditor of the Company in their Audit Report.
Secretarial Auditor
The Board of the company in compliance with section 204 of the Act read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed
M/s ARMS & Associates LLP, Company Secretaries (URN P2011RJ023700) as the Secretarial
Auditor to conduct the audit of the secretarial records of the company for the Financial
Year 2022-2023.
An Audit Report issued in form MR-3 by M/s. ARMS & Associates LLP, Company
Secretaries, in respect of the Secretarial Audit of the Company for the financial year
ended on March 31, 2023, is attached as Annexure 2 ' to this Report. The
report doesn't contain any reservation, qualification or adverse mark.
There are no qualifications or observations or adverse remarks or disclaimer of the
Secretarial Auditors in the Report issued by them for the financial year 2022-2023 which
call for any explanation from the Board of Directors.
During the financial year 2022-2023, no fraud was reported by the Secretarial Auditor
of the Company in their Audit Report.
The Board has re-appointed M/s ARMS & Associates LLP, Company Secretaries as
Secretarial Auditors, to conduct the secretarial audit of the Company for the financial
year 2023-2024. They have confirmed that they are eligible for the said appointment.
> Annual Secretarial Compliance Report
The Company has obtained an Annual Secretarial Compliance Report for the financial year
ended March 31, 2023 from M/s. ARMS & Associates LLP in compliance with the Regulation
24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/ CMD1/27/2019 dated
February 8, 2019. The said Report for the financial year ended March 31, 2023 has been
submitted to the Stock Exchanges within the prescribed statutory timelines and annexed to
the Report on Corporate Governance.
Internal Auditor
In accordance with the provisions of section 138 of the Act and rules made thereunder,
the Board of Directors of the Company has appointed M/s Ravi Sharma & Co., Chartered
Accountants, Jaipur (FRN: 015143C) as Internal Auditor of the Company for the financial
year 2022-2023.
The Internal Audit Report was received yearly by the Company and the same was reviewed
and approved by the Audit Committee and Board of Directors. The yearly Internal Audit
Report received for the financial Year 2022-2023 is free from any qualification, further
the notes on accounts are self-explanatory and the observations were looked into by the
management.
During the financial year 2022-2023, no fraud was reported by the Internal Auditor of
the Company in their Audit Report.
M/s Ravi Sharma & Co., Chartered Accountants, Jaipur have been re-appointed by the
Board, to conduct the Internal Audit of the Company for the financial year 2023-2024.
23. INSIDER TRADING PREVENTION CODE
Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015 and amendments thereto, the Company has adopted an
Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by
Designated Persons' ("the Code").
The Code is applicable to Promoters, Member of Promoter's Group, all Directors and such
Designated Employees and other connected persons who are expected to have access to
unpublished price sensitive information relating to the Company. The Company Secretary is
the Compliance Officer to regulate, monitor and report trading adherence to the PIT
Regulations. The same is available on the website of the Company at www.rammingmass.com
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
Pursuant to the Section 177(9) of the Act and Regulation 22 of the SEBI Listing
Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the
company has set up a Direct Touch initiative, under which all Directors, employees/
business associates have direct access to the Chairman of the Audit Committee for this
purpose. The Company promotes ethical behavior in all its business activities and in line
with the best international governance practices, Raghav has established a system through
which Directors, employees and business associates may report unethical behavior,
malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear
of reprisal. The Whistle-Blower Protection Policy aims to:
Allow and encourage stakeholders to bring to the Management notice concerns
about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or
violation of policies.
Ensure timely and consistent organizational response.
Build and strengthen a culture of transparency and trust.
Provide protection against victimization.
The above mechanism has been appropriately communicated within the Company across all
levels and has been displayed on the Company's intranet as well as on the Company's
website and can be accessed at www.rammingmass.com
During the financial year, no whistle blower event was reported and mechanism is
functioning well. The Audit Committee periodically reviews the existence and functioning
of the mechanism. It reviews the status of complaints received under this policy on
regular basis. The Committee has, in its report, affirmed that no personnel has been
denied access to the Audit Committee.
25. CORPORATE SOCIAL RESPONSIBILITY
The company's CSR initiatives and activities are aligned to the requirements of Section
135 of the Act. The brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in
"Annexure 3" of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
For other details regarding the CSR Committee, please refer to the Corporate Governance
Report, which is a part of this report. This Policy is available on the Company's website
and can be accessed at https://tiimg.tistatic.com/fm/1116159/ csr-policy-new.pdf
26. RISK MANAGEMENT POLICY
The Company has developed a very comprehensive Risk Management Policy under which all
key risk and mitigation plan are compiled in three stages i.e. Risk assessment/
evaluation, Risk Reporting and Management of the risk evaluated and reported. The
objective of the policy is to create and protect shareholders' value by minimizing threats
or losses, and identifying and maximizing opportunities. The Risk Management Policy
defines the risk management approach across the enterprise at various levels including
documentation and reporting. This Policy is available on the Company's website and can be
accessed www.rammingmass.com.
27. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF
SEXUAL HARASSMENT AT WORKPLACE
In order to prevent sexual harassment of women at workplace "The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified
on December 09, 2013, under the said Act, every Company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual harassment at workplace of
any women employee.
In terms of the provisions of the said Act, the Company has adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.
Company has formed an "Internal Complaints Committee" for prevention and
redressal of sexual harassment at Workplace. The Committee is having requisite members and
is chaired by a senior woman member of the organization. Further, the Company has not
received any complaint of sexual harassment during the financial year 2022-2023. During
the financial year 2022-2023, no complaint has been received by the members of the
committee. Hence, no complaint is pending at the end of the financial year.
28. NOMINATION AND REMUNERATION POLICY
The Company's policy on Appointment and Remuneration of Directors, Senior Management
Personnel and other matters as per the provisions of section 178 (3) of the Act is
available on the Company's website and can be accessed at www.rammingmass.com
Further, the silent features of the policy have been disclosed in the
Corporate Governance Report, which is a part of this Report.
29. PARTICULARS OF EMPLOYEES
In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are
being sent to the shareholders excluding the information required under Rule 5(2) and (3)
of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder
interested in obtaining the same may write to the Company Secretary at the Registered
Office of the Company. The said information is available for inspection by the Members at
the Registered Office of the Company on any working day of the Company upto the date of
the 14th Annual General Meeting.
The statement containing information as required under the provisions of Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure-4' and forms part of
this Report.
30. DEPOSITS FROM PUBLIC
During the financial year under review, the Company has neither invited nor accepted or
renewed any deposit from public, shareholders or employees and no amount of principal or
interest on deposits from public is outstanding as at the Balance Sheet date in terms of
provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014.
31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY
The details in respect of internal financial control and their adequacy are included in
the Management Discussion and Analysis, which is a part of this report.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO
Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 the details of
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are
attached as Annexure 5' to this report.
33. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The company has neither made any application nor any application made against the
Company during the financial year 2022-2023.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under
Listing Regulations is presented in a separate section forming part of this Report.
35. CORPORATE GOVERNANCE
The Company has complied with the requirements of corporate governance as stipulated
under the listing regulations. The corporate governance report and certificate from
practicing Company Secretary confirming compliance of conditions as required by Regulation
34(3) read with Part E of Schedule V of the Listing Regulations are forming part of this
Report.
36. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS
AND SENIOR MANAGEMENT
The code of conduct has been circulated to all the members of the Board and Senior
Management Personnel and they have affirmed their compliance with the said code of conduct
for the financial year ended on March 31, 2023.
A declaration to this effect signed by Mr. Rajesh Kabra, Managing Director and Mr.
Deepak Jaju, Chief Financial Officer, of the Company stating that the members of Board of
Directors and Senior Management Personnel have affirmed compliance with the code of
conduct of Board of Directors and senior management is annexed as "Annexure A"
to the Corporate Governance Report forming part of this Report.
37. LISTING OF EQUITY SHARES
The equity shares of the Company are listed on BSE Ltd. on the Main Board Platform in
the list of B' Group. Further the Annual Listing Fees for the Financial Year
2023-2024 have been duly paid by the company.
38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to sections 124 and 125 of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules") there was no dividend which is unclaimed/ unpaid for more than seven years,
hence the company is not required to transfer any amount to Investor Education and
Protection Fund.
39. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its
knowledge and ability, confirm that:
i) in the preparation of annual accounts, the applicable accounting standards have been
followed and there are no material departures;
ii) they have 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 the affairs of the Company at the end of financial year and of the profit
of the Company for that year;
iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities; iv)
they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and are operating effectively.
40. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2
issued by the Institute of Company Secretaries of India.
41. ACKNOWLEDGEMENT
The Board is grateful for the continuous patronage of our valued customers and remains
committed to serving their needs by delivering more style and comfort at every step. Our
Board acknowledges and appreciates the relentless efforts by employees, workmen and staff
including the Management headed by the Executive Directors who have all worked together as
a team in achieving a commendable business performance year on year.
The Board wishes to place on record their appreciation for the co-operation and support
received from the Banks, Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL,
Business Associates, Shareholders, Auditors, Financial Institutions and other individuals/
bodies for their continued co-operation and support.
The Board wishes to place on record its deep appreciation of the Independent Directors
and the Non-Executive Directors of the Company for their great contribution by way of
strategic guidance, sharing of knowledge, experience and wisdom, which helps the Company
to take the right decisions in achieving its business goals and to maintain its position
as one of the leading players in the Ramming Mass industry, in India and around the world.
By the Order of Board of Directors For Raghav Productivity Enhancers Limited
|
Sd/- |
|
Sanjay Kabra |
|
Chairman |
27 June, 2023, Jaipur |
DIN: 02552178 |
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