riddhi steel tube ltd Directors report

The total income from operations (net) of the Company for the year under review is Rs. 30509.53 Lacs as compared to Rs. 30551.54 Lacs in the previous year. Profit after taxation stood at Rs. 340.11 Lacs compared to Profit after taxation of Rs. 242.79 Lacs in the previous year.

Dividend

With a view to conserve resources and expansion of business, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

Transfer to reserve

The Company has transferred of Rs. 340.11 Lacs (Profit for the current year) in Reserve and Surplus.

Change in nature of bussiness

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

Share capital

The Paid up equity capital as on March 31, 2023 was Rs. 8,29,02,520 during the year under review. The Company has not issued any shares with differential rights as to dividend, voting or otherwise.

Deposits

The Company has neither accepted nor renewed any deposits within the meaning of Companies (Acceptance of Deposits) Rules, 2014.

Directors responsibilities statements

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2023, the Board of Directors hereby confirms that:

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. The Directors had 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 affairs of the company at the end of the financial year and of the profit or loss of the Company for that period.

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the annual accounts on a going concern basis and that the directors had laid down internal financial control to be followed by the company and that such internal financial control is adequate and were operating effectively. V. 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.

Internal financial control

Adequate internal control systems commensurate with the nature of the Companys business, its size, and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising policies and procedures are designed to ensure reliability off financial reporting, timely feedback on achievement of operational and s trategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Corporate social responsibilities(CSR)

Since the Companys net worth does not exceed Rs. 500 crores or Companys turnover does not exceed Rs. 1000 crores or the Companys net profit does not exceed Rs. 5 crore in any financial year, hence the provisions of section 135 of the Companies Act, 2013 are not applicable.

Details of the directors and key managerial personnel

During the year under review following were the changes during there was no change in Board of Directors.

Further none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013. In accordance with the provisions of Section 152 and other applicable provisions if any of the Companies Act 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014 (including and statutory modification(s) or re-enactment(s) thereof for the time being in force) Mrs. Preeti Mittal, Director is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, have offered herself for re-appointment.

Independent Directors:

As per Schedule IV of the Companies Act 2013 a separate meeting of Independent Directors without the attendance of Non- Independent Directors to discuss the agenda items as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Independent Directors reviewed the performance of non-independent directors and the Board as whole reviewed the performance of the Chairperson of the Company taking into account the views of executive and non-executive directors and assessed the quality quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Independent Directors expressed their satisfaction with overall functioning and implementations of their suggestions. The Company has received necessary declaration from each independent director under Section 149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of the act

Meeting of the company:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require,

During the year under review, following meetings were held:

Meeting of Board of Directors: 9 Board Meeting

Meeting of Committees:

4. Meeting of Independent Director: 1 Meetings

Evaluation of performance of board:

The Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Statutory Auditors

M/s. Jigar Shah and Associates (FRN 128263W) were appointed as the auditors of the company up to the 18th Annual General Meeting (AGM) of the company form the conclusion of 18^th AGM till the conclusion of 23^rd AGM. The requirement for the annual ratification of the auditors appointment at the AGM has been omitted pursuant to the Companies (Amendment) Act 2017 made effective from May 07, 2018. During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act 2013 and Code of ethics issued by the Institute of Chartered Accountants of India

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act 2013.

The Auditors Report does not contain any qualification reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

Reporting of frauds

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

Internal Auditor

Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Company has re-appointed M/s C.P. Shah and Co., Chartered Accountants, Proprietor Chetan P. Shah as an Internal Auditor of the Company for the Financial Year 2023-24 by the Board of Directors, upon recommendation of the Audit committee.

Cost Auditors

In terms of provisions of Section 148 of the Companies Act, 2013, Mayur Chhaganbhai Undhad, Cost Accountants, Ahmedabad, were appointed as Cost Auditor of the Company for the financial year 2022-23 by the Board as recommended by the Audit Committee and they have offered themselves for reappointment for the Financial year 2023-24. The members are requested in ensuring AGM to ratify the remuneration of the Mayur C Undhad for FY 2023-24.

Annexures to directors report

Management Discussion and Analysis:

The Management Discussion and Analysis Report on the operations of the Company have been provided in a separate section which forms part of this Annual Report. The report on Management Discussion and Analysis is annexed to this Report as “Annexure-A”.

Particulars of Employees and Related Disclosures:

Disclosure with respect to remuneration of Directors and employees as required under Section197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards Report under “Annexure B”, Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5 (2) and 5 (3) of Rules are available at the Registered Office of the Company.

Extracts of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of companies (Management and Administration) Rules, 2014, the extract of Annual Return in the prescribed from i.e. Form MGT-9 is available at the Registered office of the Companuy. The Company has also placed a copy of Annual Return of the Company on its website www.riddhitubes.com

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on the recommendations of Audit Committee have appointed M/s. R. K. Choksi & Co., a Practicing Company Secretaries in Practice based in Ahmedabad to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2023 and further the Secretarial Auditor has offered themselves for reappointment for the financial year 2023-24. The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark except following Observation. The Secretarial Audit Report is annexed here to as "Annexure-C" and forms part of this Report.

Secretarial Auditors Observations in Secretarial Audit Report:

There is a qualification, reservation or adverse remarks or disclaimer made by the auditors in their report .

Certificate Of Non-Disqualification Of Directors:

Company is listed under SME listed and Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company. However, there are no directors as on March 31, 2023 who are disqualified under the Companies Act 2013.

Material changes and commitments affecting the financial position of the company

There are no material changes and commitments affecting the financial position of the company have occurred between the ends of the financial year of the company.

Business responsibility reports

The Business Responsibility Report as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the FY ended 31st March, 2023.

Investor services

The Company and its Registrar, M/s. Kfintech Private Limited, who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction for having a common Registrar and Share Transfer Agent, endeavored their best to service the Investors satisfactorily. Your Company has constituted a Committee comprising of 3 Independent Directors of the Company to redress the Investor grievances.

Particulars of contracts and arrangement with related party:

All the transactions entered into with the Related Parties were in ordinary course of business and on arms length basis. Details of such transactions are given at note number 11. No transactions were entered into by the Company which required disclosure in Form AOC-2.

Subsidiary, Associate and Joint Company

Your Company does not have any subsidiaries, joint ventures and associate companies.

Vigil Mechanism/ Whistle Blower Policy:

The Company has formulated Whistleblower Policy in conformity with the provisions of Section 177 (9) of the Companies Act, 2013 and Listing Regulations to provide a mechanism for any concerned person of the company to approach the Ethics Counselor/ Chairman of the Audit Committee of the Company for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization.

Details of Loan , Guarantee and Investment by the company:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Report on Corporate Governance

Your Company is listed on SME Exchange, and as on Financial Year ending 31st March 2023, the provisions relation to Corporate Governance is not applicable to the Company under Regulation 15(2)(b) of SEBI (Listing Obligation Disclosure Requirements) Regulation 2015.

Research and Development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

Prevention of Insider Trading

In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations, 2015 which came into with effect from 15th May, 2015. Pursuant there to, the Company has formulated and adopted a new Code for Prevention of Insider Trading. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

Transfer of unclaimed dividend to investor education and protection fund:

In terms of Section 125 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 including any statutory modifications or re-enactments thereof, there was no unpaid/unclaimed dividend declared paid last year.

Insurance

The Company has taken adequate insurance cover on all movable and immovable assets to recover various types of risks.

Policies

The Company has formulated various policies as required under various Rules and Regulations duly approved by the Board.

Risk Management

Apart from normal business risk, no major risk is foreseen that in the opinion of the Board may threaten the existence of the Company. During the Year, the Board has decided that Audit Committee shall identify risk, assess, monitor, review and report the risk engaged in the business and shall also carry out the role of Risk Management.

Conservation of Energy , Technological Absorption , Foreign exchange earnings & Outgo:

(a) Conservation of energy:

- Steps taken/ impact on Conservation of energy,

The Company has continued its efforts to improve energy efficiency from time to time. The Company has already installed Solar Panel at factory to generate and use the electricity in the Factory. (b) Technology Absorption: No new technology is absorbed by the company as company is equipped in well manner with all the required technologies and machineries that it requires in order to have smooth functioning of business operations. (c) Foreign exchange Earnings and Outgo:

- Foreign Exchange earned in terms of actual Inflows during the year - Nil - Foreign Exchange outgo during the year in terms of actual Outflows Nil

Disclosure as per the sexual harassment of woman at workplace,( prevention, prohibition and redressal ) act 2013

The Company always endeavors to create and provide an environment to its employees and external individuals engaged with the Company that is free from discrimination and harassment including sexual harassment. During the year, under review there were no incidences of sexual harassment reported and received.

Secretarial Standard

During the year under review the company had complied with SS-1 & SS-2 Secretarial Standard on Meetings of The Board Of Directors & Secretarial Standard on General Meetings respectively.

Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

I. Details relating to deposits covered under Chapter V of the Act.

II. Issue of equity shares with differential rights as to dividend, voting or otherwise.

III. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

IV. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Acknowledgement

The Board of Directors also wish to place on record their gratitude and appreciation to all the Members and Stakeholders for their trust and confidence shown in the Company.