raghav ramming mass ltd Directors report

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 COMPANYS

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 doesnt 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 (CCDs) 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 Companys 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 Companys website and can be accessed at i.e. www.rammingmass. com. The financial statements of the subsidiary, as required are available on the Companys 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 Companys 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 (CCDs), 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 (CCDs)

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 Companys 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 Companys 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 arms 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 Companys 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 Companys 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 Companys 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 doesnt 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 Promoters 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 Companys 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 Companys intranet as well as on the Companys 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 companys 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 Companys 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 Companys 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 Companys 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 Companys 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