rattanindia enterprises ltd Directors report

To

The Members,

Your Directors have pleasure in presenting the 12^th Annual Report together with the Audited Financial Statements for the Financial Year ended 31st March, 2023.

1. SUMMARY OF FINANCIAL RESULTS:

The Companys financial performance for the year ended March 31, 2023, is summarized below

(Rs. In Lakhs)

	Standalone		Consolidated
Particulars	2022-23	2021-2022	2022-23	2021-2022
Revenue from Operations	2381.26	2530.65	5085.36	5340.25
Other income	22.81	41.76	45.56	47.66
Profit Before Interest, Depreciation & Tax	48.15	96.26	120.84	(15.15)
Interest	70.24	56.42	134.88	163.25
Depreciation	22.30	36.03	27.54	41.26
Profit before Tax	(44.39)	3.81	(41.57)	(219.66)
Current Tax	-	0.59	-	0.59
Deferred Tax	(2.96)	12.50	(3.51)	12.10
Income Tax relating to previous year	-	-	-	-
MAT credit Entitlement	-	(0.59)	-	(0.59)
Total Tax Expense	(2.96)	12.50	(3.51)	12.10
Net Profit/(Loss) for the period after tax	(41.42)	(8.69)	(39.71)	(231.76)
Number of shares	30,77,500	30,77,500	30,77,500	30,77,500
Earnings per share	(1.35)	(0.28)	(1.24)	(7.53)

Standalone:

Your Companys standalone revenue from operations for the year reduced to Rs.2381.26 Lakhs from Rs.2530.65 Lakhs last year registering a down fall of 5.9%. The net loss for the year was Rs. 41.42 Lakhs as against Rs. 8.69 Lakhs in the previous year.

Consolidation:

Your Companys consolidated revenue from operations for the year reduced to Rs.5085.36 Lakhs from Rs.5340.25 Lakhs last year registering a downfall of 4.77%. The net loss for the year was Rs.38.05 Lakhs as against Rs.231.76 Lakhs in the previous year

During the year under review, there is no change in the nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislation.

2. COVID-19 AND ITS IMPACT

The business is yet to recover from the COVID 19 and its post impact. However, the management is hopeful in the new products going in the positive way.

3. Outlook for the current year

Your Board of Directors has initiated various strategic moves to overcome the competition. Also, to de-risk the dependence on few core verticals the Company has identified and is investing on new opportunities. Further, the Company is also taking measures to keep the operating cost low wherever possible.

4. Dividend

The Board, in view of conserving the financial resources has not recommended any dividend for the year.

5. Transfer of unclaimed dividend to investor education and protection fund

During the year, Company has not transferred the unclaimed dividend to Investor Education and Protection Fund.

6. Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2022-2023 of the Company and the date of the report.

During the year the Company has disposed off 49% of Equity investments held in Morbido Merchandise Private Limited, a wholly-owned subsidiary of the Company.

7. Transfer to reserves

The Directors propose to transfer an amount of Rs.41.42 Lakhs to the general reserve.

8. Directors and Key Managerial Personnel

The following were the changes to the Board of Directors of the Company.

S. No.	Name	Date of Change	Change
1.	Mr.Dileep Kumar Surana	19th May,2023	Cessation as an Independent Director
2.	Mr.Manoj Kumar Baid	19th May,2023	Appointment as Additional Director designated as Independent Director
3.	Mr NareshKathotia	July 11, 2022	Cessation as an Independent Director
4.	Mr Manoj Kumar	August 10, 2022	Appointment as an Independent Director

In accordance with provisions of Section 152 of the Act and pursuant to Articles of Association of the Company, Mrs. Renu Dugar (DIN:00235675), is liable to retire by rotation at the ensuing 12th Annual General Meeting and being eligible, offers herself for reappointment. The brief details required to be disclosed in accordance with Regulation 36 of Listing Regulations, Act and Secretarial Standards are included in the notice of the 12th Annual General Meeting forming part of this Annual Report

Key Managerial Personnel Pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have been designated as Key Managerial Personnel of the Company as of March 31, 2023:

Mr. Manoj Kumar Dugar	Managing Director
Mr Nikil Agarwal	Chief Financial Officer
Ms.Purva Palshikar	Company Secretary

9. Auditors

a) Statutory Auditors

M/s. S. Bhalotia & Associates, Chartered Accountants (FRN 325040E) Statutory Auditors of the Company has issued an unmodified Auditors Report (Standalone & Consolidated) for Financial Year ended March 31, 2023, and have not reported any matter under Section 143 (12) of the Act, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act. M/s. S. Bhalotia & Associates, Chartered Accountants, Hyderabad, (Firm Reg No. 325040E), Statutory Auditors were reappointed as Statutory Auditors of the Company at 9th Annual General meeting for a period of Five(5) years.

b) Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Badal Jain & Co, Chartered Accountants, as the Internal Auditors of your Company for FY 2022-2023. The Internal Auditors have submitted their reports.

During the year under review, the Internal Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, Regulation 24A of the Listing Regulations and rules framed thereunder, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. A.S.Ramkumar & Associates Practicing Company Secretaries to undertake the Secretarial Audit of the Company and provide Annual Secretarial Compliance Report. The Secretarial Audit Report issued by M/s. A S Ramkumar & Associates, Company Secretaries for the financial year ended March 31, 2023 in Form MR-3 is provided as Annexure VII, which forms an integral part of this report. The report does not contain any qualifications, reservations or adverse remarks. During the year under review, the Secretarial Auditors have not reported any matter under Section 143 of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

10. Board and its Committees

i. Independent Directors and their declaration of independence:

The Board of Directors of the Company comprises an optimum number of Independent Directors. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following NonExecutive Directors are Independent in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

• Mr. Arvind Surana;

• Mr. Dilip Kumar Surana (Resigned w.e.f 19.05.2023);

• Mr. Manoj Kumar;

• Mr. Manoj Kumar Baid (appointed w.e.f 19.05.2023).

Each Independent Director has confirmed to the Company that he / she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as an Independent Director during the year, which had been considered and taken on record by the Board. All the Independent Directors are registered in the database maintained by the Indian Institute of Corporate Affairs (IICA) and a declaration in this regard was received from each of them. In the opinion of the Board, all the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

CDG PETCHEM LIMITED

ii. Number of Board Meetings

During the year, five (5) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meetings and attendance by the directors are given in the Corporate Governance Report forming an integral part of this annual report. The maximum time gap between any two consecutive meetings was within the period prescribed under the Act and Listing Regulations. None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non-disqualification, as required under Regulation 34 of Listing Regulations forms an integral part of the Corporate Governance Report.

iii. Committees of the Board

In compliance with the provisions of Sections 135, 177, 178 of the Act and Listing Regulations, the Board constituted the following sub committees

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholders Relationship Committee;

Evaluation of the Boards performance: As per provisions of the Act, and Regulation 17(10) of the Listing Regulations, an evaluation of the performance of the board, its committees and members was undertaken. The detail of the same forms an integral part of the Corporate Governance Report.

iv. Audit Committee

The Company has constituted Audit Committee pursuant to the provisions of Companies Act, 2013. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013. The members of the Audit Committee as on 31^st March 2023 are:

Mr.Manoj Kumar	- Chairperson
Mr.Dilip Kumar Surana	- Member
Mr.Manoj Kumar Dugar	- Member

The board at the meeting held on 19^thMay, 2023 has reconstituted the Audit Committee as follows:

Mr. Manoj Kumar	- Chairman
Mr. Manoj Kumar Dugar	- Member
Mr.Manoj Kumar Baid	- Member

None of the recommendations made by the Audit Committee were rejected by the Board. During the year under review, the Audit Committee had met 4 times.

The details of the Committees of the Board viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee are reported in the Report on Corporate Governance, which forms part of the Boards Report.

v. Annual evaluation of board performance and performance of its committees and of directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

11. Policy on directors and key managerial personnel appointment & remuneration:

Your company adopted the policy on Directors Appointment & Remuneration. The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at www.procurepoint.in

12. Vigil mechanism / whistle blower policy

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, the details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company i.e.,www.procurepoint.in

13. Risk management policy

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board. The details of the Policy are available on the website of the Company i.e., www.procurepoint.in

14. Management discussion and analysis report

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is incorporated herein by reference and forms an integral part of this report as Annexure -I.

15. Annual return

Pursuant to Section 134(3) of the Companies Act, 2013, copy of the annual return shall be hosted at the website of the company i.e. www.procurepoint.in

16. Corporate governance report

The Company is committed to good Corporate Governance and best corporate practices. The report on Corporate Governance for the year ended March 31, 2023, pursuant to Regulation 34 of the Listing Regulations along with the Additional Shareholders Information (ASI) are provided as Annexure II forms an integral part of this Annual Report The certificate regarding the compliance of conditions of corporate governance issued by M/s A.S.Ramkumar& Associates, Practicing Company Secretaries forms an integral part of the Corporate Governance Report.

17. Corporate social responsibility (CSR):

During the year under review, the provisions of Sec 135 of the Companies Act, 2013 are not applicable to your company.

18. Related party transactions

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business. During the financial year 2022-23, there were no materially significant transactions with the related parties which might be deemed to have had a potential material conflict with the interest of the Company at large.In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The details of the Related Party Transactions pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Form AOC - 2, as provided as Annexure III, which forms in integral part of this Annual Report. None of the Non-Executive Directors, has any pecuniary relationships or transactions vis-a-vis the Company

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at www.procurepoint.in

19. Directors responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year 2022-2023 and of the profit or loss of the Company for that period;

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

iv. the annual accounts for the year 2022-2023 have been prepared on a going concern basis;

v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. Information about Subsidiary/ Joint Ventures / Associate Companies Subsidiary Company Morbido Merchandise Private Limited, a subsidiary of the Company, reported Net revenue of Rs 3151.71 lakhs with a profit of Rs.3.37 Lakhs for the financial year ended March 31, 2023.

21. Consolidated Financial Results

In accordance with the provisions of the Companies Act, 2013, (the Act), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and applicable Accounting Standards, the audited consolidated financial statements (CFS) of the company for the financial year 2022-23, together with Auditors Report thereon forms part of the Annual Report. A statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures in the prescribed Form AOC-1 is enclosed as "Annexure-IV" to this report.

During the year under review, no company has become or ceased as Subsidiary / Joint Venture / Associate Companies.

22. Internal control systems & their adequacy

The Company is committed to ensuring an effective Internal Control System and Internal Control Environment that will help in preventing and detecting errors, irregularities and frauds, thus ensuring security of Companys assets and efficiency of operations. The Company has an internal control system and mechanism which is commensurate with the size and complexity of business and aligned with evolving business needs. The Company has laid down Internal Financial Controls as detailed in the Companies Act, 2013 and has covered major processes commensurate with size of the business operations. Controls have been established at the entity level and process levels, and are designed to ensure compliance with internal control requirements, regulatory compliance and appropriate recording and reporting of financial and operational information.

23. Prevention of sexual harassment policy

The Company has in place a policy on the prevention of sexual harassment and has constituted an Internal Committee in line with the requirements of the sexual harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. During the year, no complaint was received by Committee. There are no outstanding complaints as on March 31, 2023.

24. Other Disclosures:

1. Share Capital: Authorised share capital of the Company as of March 31, 2023, stood at Rs.5.00 crores comprising 50,00,000 equity shares of Rs.10 each.

The paid-up share capital of the Company as on date of balance sheet is Rs. 3.07 Crores (Rupees Three Crores Seven Lakhs Seventy Five Thousand Only) divided into 30,77,500 equity shares of Rs.10/- each.

During the year under review, the Company has not issued shares with differential voting rights, employee stock options and sweat equity shares.

The Equity Shares of the Company are listed on BSE Limited (BSE). The annual listing fees for the years 2022 & 2023 have been paid in due time.

2. Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as of March 31, 2023.

3. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules made there under.

4. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013, during the year under review and hence the said provisions are not applicable.

5. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

6. Compliance with Secretarial standards

During the year under review, the Company has complied with the Secretarial Standards with respect to Meetings of the Board of the Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government

7. Energy conservation, technology absorption and foreign exchange earnings and outgo

The particulars relating to conversation of energy, Technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the act are provided in Annexure-VI to the Board Report

8. Particulars of employees

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure V, which forms an integral part of this Annual Report.

9. Maintenance of cost records

Maintenance of Cost records is not applicable to the Company.

10. Human resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

11. ESOP & Sweat Equity Shares:

During the year under review, your Company has not issued any share under Employee Stock Options scheme or as Sweat equity shares to it Employees, Key Managerial Persons.

12. Payment of sitting fee

During the year under review, your Company has not paid any amount of Sitting Fees to its Directors for attending the Board meetings.

13. Directors Appointment and Remuneration including other matters provided under Section 178(1) of Companies Act 2013.

This section is not applicable to your company. During the period under review Appointment and Remuneration including other matters under section 178(1) is taken care by Board of Directors of the Company.

14. Familiarization Programme for Directors

In addition to giving a formal appointment letter to the newly appointed Director on the Board, a detailed induction plan covering the role, function, duties, responsibilities and the details of compliance requirements expected from the Director under the Act and relevant Regulations of Listing Regulations are given and explained to a new Director.

15. Reconciliation of Share Capital Audit

As required by the Listing Regulations, a quarterly audit of the Companys Share Capital is being carried out by an Independent Practicing Company Secretary with a view to reconcile the total share capital, admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretarys certificate in regard to the same is submitted to BSE and is also placed before the Board of Directors.

16. Acknowledgments

Your Directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co-operation and sup- port.

		By Order of Board of Directors
	Sd/-	Sd/-
	Manoj Kumar Dugar	Rajesh Chandanmal Dugar
Place: Hyderabad	Managing Director	Director
Date: 22.07.2023	DIN : 00352733	DIN : 00730059