ramkrishna forgings ltd Directors report

Dear Shareholders,

Your Directors are pleased to present the 41^st Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31 March, 2023.

Financial Highlights 2022-23				(Amount Rs. in Lakhs)
	Standalone		Consolidated
Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022	Year ended 31st March, 2023	Year ended 31st March, 2022
Sales and Operating Income (Net)	3,00,099.86	2,28,536.55	3,19,289.51	2,32,024.66
Other Income	376.73	160.93	395.68	145.91
Profit before Interest, Depreciation & Tax (incl. Exceptional Item)	67,195.82	52,857.84	69,627.56	51,845.11
Finance Cost	11,495.91	9,334.69	12,019.77	9,589.76
Depreciation	20,135.25	16,905.90	20,163.97	16,935.32
Profit Before Tax (before Exceptional Items)	35,564.66	26,617.25	37,443.82	25,320.03
Exceptional Items	-	-	-	-
Profit Before Tax	35,564.66	26,617.25	37,443.82	25,320.03
Provision for taxation:
- Current Tax	11,947.85	8105.25	11,985.87	8133.03
- Deferred Tax	128.27	(2307.41)	717.66	(2784.92)
-Tax adjustments for earlier years (Net)	(70.67)	169.23	(70.55)	169.23
Profit After Tax	23,559.21	20,650.18	24,810.84	19,802.69
Other Comprehensive Income (Net of Tax)	(114.19)	29.09	(91.76)	42.73
Total Comprehensive Income for the year	23,445.02	20,679.27	24,719.08	19,845.42

State of Companys Affairs Financial Performance

• Revenue from operations increased by 31.31% from Rs.2,28,536.55 lakhs in 2021-22 to Rs.3,00,099.86 lakhs in 2022-23.

• Export Sales increased by 25.72% from Rs. 99,038.13 lakhs in 2021-22 to Rs.1,24,512.96 lakhs in 2022-23.

• EBIDTA increased by 27.13% from Rs.52,857.84 lakhs in 2021-22 to Rs.67,195.82 lakhs in 2022-23.

• PAT showed an increase of 14.09% from Rs.20,650.18 lakhs in 2021-22 to Rs.23,559.21 lakhs in 2022-23.

The Production of commercial vehicle (CV) sales in India increased by 28.57% to 10,35,626 units in financial year 2022-23, as against 8,05,527 units in financial year 2021-22.

The M & HCV segment production volumes increased by 39.35% from 2,72,167 vehicles in 2021-22 to 3,79,259 vehicles in 2022-23. The sales of M&HCV increased by 49.23% from 2,40,577 vehicles in 2021-22 to 3,59,003 vehicles in 2022-23. The exports of the M&HCV vehicles decreased by 31.43% from 32,181 vehicles in 2021-22 to 22,067 vehicles in 2022-23.

Operational Highlights

Forgings and Machining Facility

The Company derives the major share of its revenues from the commercial vehicle segment. Your Company produced 48,160 tons during the year under review as compared to 46,513 tons last year registering an increase of about 3.54%.

The Company has the state-of-art of CNC Machining and Gear Cutting Facilities in which it has achieved accuracies of DIN 3962 (Class 8 to 9) in Hobbing Stage, DIN 3962 (Class 7) in Shaving Stage.

The Company has made 88 new product development in the CNC Turning, 38 new development in Gear cutting and 10 new products in HMC/VMC Machining centre which has helped to enhance the product basket with existing clients and add new clients in the domestic and export market.

Ring Rolling Line

The Company has produced 29,497 tons during the year as compared to 28,277 tons last year thus registering an increase of about 4.31%.

The Company has developed 40 new products during the year out of which 30 products are machined.

Press Facility

During the year the Company has achieved a production of 85,725 Tons as compared to 69,649 tons last year thus registering an increase of 23.08%. The Company has achieved an average capacity utilisation of around 73.21% during the year.

The Company has developed 124 new products during the year out of which 64 products are machined.

Future Outlook

Despite prevailing inflationary headwinds, elevated fuel costs and rising interest rates, the CV sector registered a 28.50% growth in sales volumes in FY23. The factors responsible for the traction are an overall economic improvement, increased public and private capex in infrastructure, better fleet utilisation levels, a flourishing e-commerce sector and a rebound in replacement demand.

End-user industries like food & beverage, construction, automotive and healthcare have a high requirement for commercial vehicles to transport raw materials and distribute finished products to the sales channel. With India transitioning towards an industrialised economy in the coming years, the Indian CV market could experience a healthy uptick over the medium term. Also, with Indians returning to work as before and schools functioning normally, the demand for buses will accelerate.

The Union Budget 2024 has announced a record allocation for infrastructure development at Rs.18.6 trillion, a total 28% increase over the budgetary allocation for FY23.

Gross budgetary support for the MoRTH (Ministry of Road Transport and Highways) is increased by 25% to Rs.2.59 trillion for FY24. Also, the allocation to NHAI (National Highway Authority of India) has increased by 15% to Rs.1.62 trillion for FY24.

Additionally, the Government has allocated Rs.75,000 crore for taking up 100 critical transport infrastructure projects on priority for last and first-mile connectivity for ports, coal, steel, fertilizer, and food grain sectors.

These allocations reflect the Governments ambition of improving the nations core infrastructure and promise to open up significant opportunities for the CV sector, particularly the M&HVC segment.

Further the Vehicle Scrapping Policy aims to create a method to phase out unfit and polluting vehicles. This policy proposes the deregistration of CVs after 15 years if it fails to get a fitness certificate.

According to ICRA, CV sales volume will increase 7-10% in FY24 from a much higher base, primarily owing to massive government spending on infrastructure, back-to-school & office, replacement demand and e-commerce expansion. CRISL mentions that domestic Commercial Vehicles sales volumes is expected to grow 9-11% in FY24 driven by medium and heavy commercial vehicles.

US Truck Sector

The North American Class 6-8 Truck market has been cruising steadily amid strong transport & construction activity marked by high freight volumes as well as rates and robust fleet utilisation levels across operators, while the demand for trucks and order backlogs have been surging across the industry OEMs.

In 2023, experts believe, despite all the existing global headwinds, the industry will continue to make steady progress. State of freight volumes, carrier profitability and potential for further supply-chain disruptions will determine the future truck order. But, with inflation numbers moderating, strong demand for original equipment is expected to sustain.

Deposits

The Company has not accepted any deposits from the public and consequently there are no outstanding deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.

Transfer to Reserves

Your Company proposes to transfer Rs.500.00 lakhs to General Reserve out of the amount available for appropriation and an amount of Rs.80,446.76 lakhs is proposed to be carried over to Balance Sheet as retained earnings.

Dividend

Based on the Companys performance, the Directors have declared following interim dividends:

Particulars	Financial Year	Interim Dividend Per equity share of face value of Rs.2 each.	Date of declaration of Interim Dividend in Board Meeting	Cash outflow ( in lakhs)
1st Interim Dividend		Rs. 0.50/-	21 July, 2022	799.45
2nd Interim Dividend	2022-23	Rs. 0.50/-	21 October, 2022	799.45
3rd Interim Dividend		Rs. 0.50/-	20 January, 2023	799.45
Total		Rs. 1.50/-		2,398.35

The Board in its meeting held on 28 April, 2023 have declared 4^th interim dividend of Rs.0.50/- per equity share of face value of Rs.2/- each, which would involve a cash outflow of Rs.799.45/- lakhs. The total dividend for FY 2022-23 would involve a total cash outflow of about Rs.3,197.80 lakhs.

The Register of Members and the Share Transfer books of the Company will remain closed from, 9 September, 2023 (Saturday) to 16 September, 2023 (Saturday) (both days inclusive) for the purpose of Annual General Meeting. The Dividend distribution policy is available at https://www.ramkrishnaforgings.com/investors/policv/dividend-distribution-policv.pdf.

Share Capital

The Company presently has one class of shares - Equity Shares of par value of Rs.2/- each.

The Authorised Share Capital of the Company as on 31 March, 2023 stands at Rs.38,25,00,000/- divided into 19,12,50,000 Equity Shares of Rs.2/- each.

The Issued, Subscribed and Paid up Share Capital of the Company as on 31 March, 2023 stands at Rs.31,97,79,070/- divided into 15,98,89,535 Equity Shares of Rs.2/- each.

Warrants

During the year under review the Board in its meeting held on 12 September, 2022 has approved to issue and allot of upto 46,00,000 (Forty Six lakhs only) Warrants, each convertible into, or exchangeable for, 46,00,000 (Forty Six Lakhs only) fully paid-up equity share of face value of Rs.2/- each at a price of Rs.205 per share of the Company within the period of 18 (Eighteen Months) from the date of allotment of Warrants to the Promoter of the Company and Non-Promoter Persons/Entity. The same was approved by the shareholders of the Company in the Extra-ordinary General Meeting held on 12 October, 2022.

The Company, upon receipt of 25% of the issue price (i.e. Rs.51.25/- per warrant) as warrant subscription money, allotted 46,00,000 warrants convertible into one equity share on 26 October, 2022. The balance 75% of the issue price (i.e. Rs.153.75/- per warrant) shall be payable within 18 months from the allotment date by the warrant holders.

Employees Stock Option Scheme

The Company has an ESOP Scheme titled Ramkrishna Forgings Limited - Employee Stock Option Plan 2015 (RKFL ESOP Scheme 2015) for the grant upto 35,00,000 stock option of Rs.2/- each (i.e 7,00,000 stock option of Rs.10/- each), in one or more tranches, to its permanent employees working in India and Whole-time Directors of the Company (employees). RKFL ESOP Scheme 2015 provides an incentive to attract, retain and reward the employees and enable them to participate in future growth and financial success of the Company. In accordance with the scheme the employees based on the performance matrix are eligible to receive one fully paid-up equity share of Rs.2/- against each option.

During the year under review, based on the performance matrix of the eligible employees the Nomination and Remuneration Committee in its meeting held on 21 October, 2022 vested 25,715 Stock Options of face value of Rs.2/- each to the eligible employees under RKFL ESOP Scheme 2015.

Further, 41,850 options of Rs.2/- each of RKFL ESOP Scheme 2015 have been forfeited /cancelled during the Financial Year 2022-23. There are 3,52,820 options of Rs.2/- each which are outstanding as on 31^st March, 2023.

During the year the Company has not granted any Options to its employees.

The details pursuant to the Section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, as amended and SEBI (Share Based Employee Benefits) Regulations, 2014, have been placed on the website of the Company athttps://www.ramkrishnaforgings.com/investors/esop/ESOP-Report-FY-2022-23.pdf.

The RKFL ESOP Scheme 2015 is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and amendment thereof.

A Certificate from the Secretarial Auditors with regard to the implementation of ESOP Scheme 2015 shall be available over email on making a request to the Company through e-mail on secretarial@ramkrishnaforgings.com.

Pollution Control Measures

Your Company has the requisite approvals from the concerned authorities for all the units.

Credit Rating

The Credit facilities of the Company continued to be rated for the FY 2022-23 from ICRA Limited & India Ratings.

ICRA Limited has upgraded the credit rating of the credit facilities of the Company. The Long-term ratings has been upgraded to [ICRA] A+ with a Stable Outlook and Short-term Ratings were reaffirmed by ICRA Limited at [ICRA] A1.

India Ratings has also upgraded the credit rating of the credit facilities of the Company. The Long-term ratings has been upgraded to IND A+ with a Stable Outlook and Short-term Ratings were reaffirmed by India Ratings at IND A1.

Details of Directors and Key Managerial Personnel

(A) Appointment/Reappointment of Directors

Based on the recommendation of the Nomination and Remuneration Committee and pursuant to the provisions of Section 161 of the Companies Act, 2013, the Board at its Meeting held on 3 May, 2022, had appointed Mr. Sanjay Kothari (DIN: 00258316) and Mrs. Rekha Shreeratan Bagry (DIN: 08620347), as an Additional Directors of the Company w.e.f 3 May, 2022, who shall hold office upto the conclusion of the forthcoming Annual General Meeting.

Pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, and Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Company has sought the approval of the members of the Company for appointment of Mr. Sanjay Kothari (DIN: 00258316) and Mrs. Rekha Shreeratan Bagry (DIN: 08620347) as Non Executive Independent Directors, not liable to retire by rotaion for a period of 5 years w.ef 3 May, 2022 through the Postal ballot, which was passed with requisite majority on 14 July, 2022.

Upon recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 20 January 2023, subject to the approval of the members, re-appointed Mr. Pawan Kumar Kedia (DIN: 00375557) as Whole-time Director of the Company for a period of 1 year w.e.f. 1 April, 2023. The Company sought approval of the members for the above re-appointment vide Postal Ballot notice dated 20 January 2023, which was passed with requisite majority on 28 March, 2023.

(B) Statement on Declaration given by Independent Directors under Sub- Section (7) of Section 149 of the Companies Act, 2013

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 as per the declaration received from the Directors.

(C) Familiarization Programme Undertaken for Independent Directors

The Director, upon appointment, is formally inducted to the Board. In order to familiarise the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the financials of the Company. They are also provided presentations about the business and operations of the Company. The Directors also undertake plant tours to appraise themselves of the operation ad technology of the Company. The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors.

The details of programmes imparted by the Company during the year pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.ramkrishnaforgings.com/Familiarization- Programme-for-IDs-FY-2022-23.pdf.

(D) Resignation of Director during the year

During the Financial Year 2022-23, Ms. Aditi Bagri, Independent Director (DIN: 06943139) tendered her resignation vide email dated 27 April, 2023, due to a new role in her professional workspace. Ms. Bagri also confirmed that except as stated in her resignation email dated 27 April, 2022, there were no other material reasons for her resignation.

The Board at its meeting held on 3 May 2022 recorded appreciation for the services rendered by Ms. Aditi Bagri during her tenure as an Independent Director of the Company.

(E) Re-Appointment of Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Mahabir Prasad Jalan (DIN: 00354690), Whole-time Director and Mr. Chaitanya Jalan (DIN: 07540301), Whole-time Director, retires by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. Their appointment will be placed for approval by the members at the ensuing Annual General Meeting and forms part of the notice of the ensuing Annual General Meeting.

The information about the Director seeking appointment/re-appointment as required by Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 on General Meeting will be given in the notice convening the Annual General Meeting.

(F) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Mahabir Prasad Jalan, Chairman, Mr. Naresh Jalan, Managing Director, Mr. Pawan Kumar Kedia, Wholetime Director, Mr. Chaitanya Jalan, Wholetime Director, Mr. Lalit Kumar Khetan, Whole Time Director & Chief Financial Officer and Mr. Rajesh Mundhra, Company Secretary. The Company Secretary also act as a Compliance Officer of the Company.

During the financial year ended 31 March 2023, there is no change in Key Managerial Personnel of the Company.

Remuneration Policy

The Company has in place a policy on Directors and Senior Management appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, read with Regulation 19 (4) and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy is available on the website of the Company at the following link: https://www.ramkrishnaforgings.com/investors/policv/ Remuneration-policv-18.01.2022.pdf.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of Section 134 (3) (p) and other applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual evaluation of the performance of the Board, its Committees and of individual Director was done.

The evaluation of performance for the year 2022-23 was carried out through structured questionnaires (based on various aspects of the Boards functioning, composition, its committees, culture, governance, execution and performance of statutory duties and obligations). The questionnaire covers all aspects prescribed by SEBI vide its circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 5^th January, 2017.

Further, the Nomination and Remuneration Committee in terms of Section 178 (2) of the Companies Act, 2013, also carried out evaluation of every Directors performance including Independent Directors. The performance evaluation of the Independent Directors was also carried out by the entire Board (excluding the Director being evaluated).

The performance evaluation of the Board, its Chairman and the Non-Independent Directors were carried out by the Independent Directors in the Independent Director Meeting held on 21 February, 2023.

The Board expressed its satisfaction with the evaluation process and results thereof.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) in the preparation of annual accounts for the year ended 31 March 2023, applicable accounting standards have been followed and there are no material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2022-23 and of the profit of the Company for that period;

iii) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts for financial year 2022-23 on a going concern basis;

v) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively;

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Subsidiaries

The Company had four (4) Wholly-owned Subsidiaries i.e. Globe All India Services Limited [previously known as Globe Forex & Travels Limited] (CIN: U63040WB1994PLC062139), Ramkrishna Aeronautics Private Limited (CIN: U62100DL2016PTC361917), Ramkrishna Forgings LLC, USA and RKFL Engineering Industry Private Limited (CIN: U25910DL2023PTC410733).

A brief highlight of the consolidated performance and its contribution to the overall performance of the Company for the financial year 2022-23 is as below:

			(Rs. in Lakhs)
Particulars	Ramkrishna Forgings Limited (Holding Company)	Globe All India Services Limited (Subsidiary Company)	% of contribution to the overall performance of the Holding Company
Total Gross Revenues from operation	3,19,289.51	21,426.50	6.71
Profit before Taxation (PBT)	37,443.82	661.32	1.77
Profit/(Loss) after Taxation (PAT)	24,810.84	434.81	1.75

 

			(Rs. in Lakhs)
Particulars	Ramkrishna Forgings Limited (Holding Company)	Ramkrishna Aeronautics Private Limited (Subsidiary Company)	% of contribution to the overall performance of the Holding Company
Total Gross Revenues from operation	3,19,289.51	-	0.00
Profit before Taxation (PBT)	37,443.82	(1.70)	(0.00)
Profit/(Loss) after Taxation (PAT)	24,810.84	(1.70)	(0.01)

 

			(Rs. in Lakhs)
Particulars	Ramkrishna Forgings Limited (Holding Company)	Ramkrishna Forgings LLC, USA (Subsidiary Company)	% of contribution to the overall performance of the Holding Company
Total Gross Revenues from operation	3,19,289.51	13396.83	4.20
Profit before Taxation (PBT)	37,443.82	181.07	0.48
Profit/(Loss) after Taxation (PAT)	24,810.84	142.93	0.58

RKFL Engineering Industry Private Limited (CIN: U25910DL2023PTC410733) was incorporated on 6^th March, 2023 and is yet to start its operation as on 31^st March, 2023.

Pursuant to Section 129(3) of the Companies Act, 2013, and implementation requirements of the Indian Accounting Standards Rules on accounting and disclosure requirements, as applicable and as prescribed under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the consolidated financial statements of the Company and its subsidiaries prepared in accordance with the relevant accounting standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of the subsidiary are available at our website at http://www.ramkrishnaforgings.com.

In addition the financial data of the subsidiary has been furnished under note. 47 of the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the Subsidiary and other related detailed information will be kept at the registered office of the Company and also at the registered office of the Subsidiary Company and will be available at the website of the Company at www.ramkrishnaforgings. com or over email on making a request to the Company through email on secretarial@ramkrishnaforgings.com.

Your Company does not have a Material Subsidiary.

The Company does not have any Joint Venture or Associate company and no Company has ceased to be a Subsidiary or Associate of the Company for the Financial Year 2022-23.

During the year there has been no change in the nature of the business carried out by the Subsidiary Companies.

The statement in Form AOC - 1 containing the salient features of the financial statement of the Companys subsidiaries, Joint Ventures and Associates pursuant to first-proviso to sub-section (3) of section 129 of the Companies Act 2013 forms part of this Report as "Annexure - A".

Auditors

Statutory Auditors

The Board in its meeting held on 3 May, 2022 had reappointed S. R. Batliboi & Co., LLP, Chartered Accountants, (Firm Registration No. 301003E/E300005) as Statutory Auditors of the Company for a period of 5 years from the conclusion of 40^th Annual General Meeting held on 17 September, 2022 till the conclusion of 45^th Annual General Meeting to be held for the financial year 2026-27 and the same was approved by the Members of the Company in the Annual General Meeting held on 17 September, 2022.

S.K. Naredi & Co., Chartered Accountants, (Firm Registration No. 003333C) acts as the Joint Statutory Auditors of the Company.

The Auditors Report (Standalone and Consolidated) to the shareholders for the year under review does not contain any qualifications or adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed MKB & Associates, Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31 March, 2023 is given in "Annexure - B" which is annexed hereto and forms part of Directors Report.

The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark except the company has given a shorter notice for Board Meeting held on 21 July, 2022 wherein the proposal for fund raising by issue of securities was considered. The Company had paid the requisite fines to the Stock Exchanges where it is listed for the same.

Further, the Board has appointed MKB & Associates, Company Secretaries in Practice, to conduct secretarial audit of the Company for the financial year 2023-24.

Cost Auditors

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and accordingly, such accounts and records are made and maintained by the Company.

Bijay Kumar & Co. has confirmed that they do not incur any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) and all other applicable provisions of the Companies Act, 2013 and their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and arms length relationship with the Company.

In terms of Section 148 (3) and other applicable provisions of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee has appointed Bijay Kumar & Co. (Membership no. 42734/FRN: 004819), Cost and Management Accountants, as the Cost Auditors to carry out the audit of the cost records of the Company for the financial year 2023-24.

As required under Section 148(3) of the Companies Act, 2013, the remuneration payable to the Cost Auditor, as approved by the Board, is required to be placed before the Members in a general meeting for their ratification and the same will form part of the notice of the ensuing Annual General Meeting.

None of the Auditors of the Company have reported any fraud as specified under the second proviso to Section 143(12) of the Companies Act, 2013.

Risk Management

A Risk Management Policy to identify and assess the key risk areas, monitor mitigation measures and report compliance has been adopted. Based on a review, major elements of risks have been identified and are being monitored for effective and timely mitigation. Prudence and conservative dealing with risks is at the core of risk management strategy being followed by the Company.

The Board has formulated a Risk Management Committee (RMC) to frame, implement and monitor the Risk Management Policy of the Company and to ensure the adequacy of the risk management systems. The said policy has been approved by the Board. Robust mechanisms and systems have been put in place to identify and manage the inherent risks in business and strategy, and to monitor the Companys exposure to key risks that could impact the overall strategy and sustainability of the business. The purpose is to identify risks in time which have the potential effect on the Companys business or corporate standing or growth and manage them by calibrated action.

The risks, both internal and external, to which the Company is exposed to and which includes financial, operational, project execution, legal, human resources etc. is taken into consideration for development and maintaining of a robust mechanism for mitigation which is evolving with time and circumstances within which the Company operates.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. The Companys Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information.

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules 2014, Singhi & Co, Chartered Accountants, (Firm Registration no. 302049E) has been appointed as the Internal Auditor of the Company who also evaluates the functioning and quality of internal controls and standard operating procedures of the Company and reports its adequacy and effectiveness through periodic reporting to the Audit Committee of the Company.

Corporate Social Responsibility (CSR)

CSR for your Company means Corporate Sustainable Responsibility and this means embedding CSR into its business model.

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility ("CSR") Committee.

Your Company has in place the following Programs under its CSR activity i.e. Ramkrishna Jan Kalyan Yojana, Ramkrishna Shiksha Yojana, Ramkrishna Swastha Yojana and Ramkrishna Sanskriti Yojana.

Your Company has spent the requisite percentage of the average net profit of the three immediately preceding financial years on CSR related activities as covered under Schedule VII of the Companies Act, 2013.

Your Company as part of its CSR initiatives has initiated projects as per its CSR Policy.

The Company has framed and adopted a CSR Policy which is available at the following web link: http://www.ramkrishnaforgings. com/investors/policy/csr-policy.pdf The policy indicates the CSR activities to be undertaken by the Company to achieve its social commitments.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are given as "Annexure- C" forming part of this Report.

Related Party Transactions

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company attheweblink:https://www.ramkrishnaforgings.com/investors/policy/RPT-Policy.pdf.

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year were in the ordinary course of business and on an arms-length basis. There are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large.

The details of the Material Related Party Transaction in Form AOC-2 is enclosed and marked as "Annexure D".

All related party transactions are placed before the Audit Committee and Board for its approval. In accordance with Ind AS-24. The Related Party Transactions are disclosed under Note No. 39 of the Standalone Financial Statements.

Stock Exchange(s)

The Equity Shares of your Company are listed on two stock exchanges:

• National Stock Exchange of India Limited, Exchange Plaza, Plot no. C/1, G- Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051.

• BSE Limited, Phiroze Jeejeeboy Towers, Dalal Street, Mumbai 400 001.

The annual listing fees for the financial year 2023-24 have been paid by the Company on time to the above stock exchanges.

Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review under Regulation 34 (2) (e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange in India is presented in the separate section and forms part of the Annual Report.

Corporate Governance

Adoption of Best ethical business practices in the Company within the regulatory framework is the essence of good Corporate Governance. Your Company continues to believe in such business practices and gives thrust on providing reliable financial information, maintenance of transparency in all its business transactions and ensuring strict compliance of all applicable laws

The report of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

The requisite certificate from the Statutory Auditors of the Company, confirming the compliance with the conditions of corporate governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached with the Corporate Governance Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the financial year 2022-23 presented in the separate section and forms part of the Annual Report.

Disclosures

a) Meetings of Board of Directors

During the year under review, 6 (Six) meetings of the Board of Directors were held. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the statutory laws and the necessary quorum were present at all the meetings.

b) Committees:

The Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently 8 (Eight) committees of the Board, namely:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Management & Finance Committee

• Capital Market Committee

• Investment Committee

Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

c) Meeting of Independent Directors

In accordance with the requirement of the statutory laws a separate meeting of the Independent Directors was held on 21 February, 2023. In the meeting, the Directors among other things reviewed the performance of Non-Independent Directors, the Chairman of the Board and the Board as a whole and further assessed the quality, quantity and the timeliness of flow of information between the Management and the Board and found it satisfactory.

d) Particulars of Loan, Guarantee & Investment

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Standalone Financial Statement. The details of such Investments, loans and guarantees have been provided in Note no. 7, 9 and 44 to the Standalone Financial Statements.

e) Annual Return

Pursuant to the provisions of Section 92 (3) read with section 134(3)(a) of the Companies Act, 2013 the draft copy of the annual return for the F.Y. 2022-23 is uploaded on the website of the Company https://www.ramkrishnaforgings.com/annual-return.html and the same can be viewed by the members and stakeholders.

f) Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act is given in "Annexure - E" to this Report.

g) Particulars of Employees and related disclosures

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 of the Companies Act, 2013 read with Rules 5 (1) (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in "Annexure - F " to this Report.

h) Whistle Blower Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees and directors are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Vigilance and Ethics officer who operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. The status of the complaints received, if any, under the whistle blower policy is also placed on a quarterly basis before the Board. During the year the Company has not received any complaint under the whistle blower policy. During the year under review, no employee was denied access to the Audit Committee. The Vigil Mechanism/Whistle Blower

Policy of the Company can be accessed at the website of the Company at the following link: http://www.ramkrishnaforainas.com/ investors/policv/whistle-blower-policv.pdf.

i) Transfer of amounts to Investor Education and Protection Fund (IEPF)

Pursuant to the provision of Section 124 of the Companies Act, 2013, read with the IEPF Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (the Rules) all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account of the IEPF authority.

Accordingly, during the financial year 2022-23, the Company has transferred an unpaid & unclaimed dividend of Rs. 32,036/-. Further, the Company has transferred unclaimed 2,315 shares during the financial year 2022-23 to the IEPF Authority. The details are provided at the website of the Company at the following link:

i) https://www.ramkrishnaforainas.com/investors/unpaid-dividend/2022/RKFL-Unpaid-Dividend-to-be-transfer-2022.pdf.

ii) https://www.ramkrishnaforainas.com/investors/unpaid-dividend/transfer-of-shares-to-iepf/Detail-of-Unclaimed-Shares- transffered-to-IEPF-for-FY-2014-15.pdf.

Mr. Rajesh Mundhra, Company Secretary and Compliance Officer, acts as the Nodal Officer. His details are provided at the website of the Company at the following link: https://www.ramkrishnaforainas.com/unpaid-dividend.html

GENERAL -

i. During the year under review, there has been no change in the nature of business of the Company.

ii. No material changes and commitments affecting the financial position of the Company have occurred from the close of the financial year ended 31 March, 2023 till the date of this Report.

iii. There have been no significant or material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the companys operations in future.

iv. During the year under review, the Company has not issued sweat equity shares.

v. During the year under review, the Company has not issued shares with differential voting rights.

vi. The Company has not revised any of its financial statements or reports.

vii. During the year neither the Managing Director nor the other Whole-time Directors of the Company, receive any remuneration or commission from any of its subsidiaries except Mr. Chaitanya Jalan (DIN:07540301) and Mr. Lalit Kumar Khetan (DIN:00533671), Whole-time Directors of the Company, who have received remuneration from Globe All India Services Limited, Wholly Owned Subsidiary, of the Company.

viii. During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

ix. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5) (xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

x. The Company has complied with the applicable Secretarial Standards issued by Institute of Company Secretaries of India.

Prevention of Sexual Harassment at Workplace

Your Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has an Internal Complaints Committee in all its workplace.

No complaint pertaining to sexual harassment of women employees from any of the Companys locations was received during the financial year ended 31 March, 2023.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

	On behalf of the Board
	For Ramkrishna Forgings Limited
	Sd/-
Place: Kolkata	Mahabir Prasad Jalan
Dated: 28 April, 2023	Chairman - DIN: 00354690