rmc switchgears ltd Directors report

Dear Members,

Your Board of Directors (‘Board) are pleased to present the 29^th (Twenty-Ninth) Annual Report on the affairs, business and operations of your Company together with the Audited Financial Statements for the Financial year ended 31st March, 2023.

FINANCIAL RESULTS

The summarised Financial Performance of your Company for the financial year ended 31st March, 2023 is summarised as follows:

in Lacs

Particulars	Financial year ended	Financial year ended
	31st March, 2023	31st March, 2022
Revenue From Operations	12,527.17	4,156.03
Other Income	46.23	66.82
Total Revenue	12,573.41	4,222.86
Profit Before Depreciation, Finance	2,671.09	621.73
Costs, Exceptional items and Tax
Expenses
Less: Depreciation & Amortisation	280.12	280.71
Expenses
Less: Finance Cost	695.63	306.59
Profit Before Tax	1,695.34	34.43
Less: Tax Expenses (Current & Deferred)	521.27	-23.27
Profit After	1,174.07	57.70
Earnings per share (Nominal value per	18.97	0.95
share 10/-) Basic & Diluted

Note: Previous years figures have been regrouped and rearranged wherever necessary.

FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

The Companys revenue from operations for FY 2022-23 was 12,573.41 lacs compared to 4,222.86 lacs in the previous year, an increase of 2.98 times over the previous year. The Companys Profit before tax was 1,695.34 lacs during the year compared to 34.43 lacs in the previous year. The Company earned a net profit after tax of 1,174.07 lacs as against a net profit after tax of 57.70 lacs in the previous year.

DIVIDEND

Your Directors feel that it would be prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the financial year ended 31st March, 2023.

TRANSFER TO RESERVES & SURPLUS

As permitted under the provisions of the Companies Act, 2013, no amount has been proposed to be carried to any Reserves. The entire amount of 1,174.07 lacs is proposed to be retained in the Surplus.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

The Company obtained credit ratings from CRISIL Ratings, a Credit Rating Agency, on 11^th August, 2023 for long-term bank facilities as CRISIL BB+/Stable and short-term bank facilities as CRISIL A4+.

There have been no material changes and commitments except as mentioned above, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report during the year under review.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of the business for the Company.

CHANGE IN CAPITAL STRUCTURE

During the year, your Company allotted 7,80,000 equity shares of 10/- each at an issue price of 70/- per share including a premium of 60/- per share as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to 687.22 lacs comprising of 68,72,200 Equity Shares of 10 each.

During the year your Company increased the Authorised Share Capital of the Company from 6,50,00,000/- (Rupees Six Crores and Fifty Lacs Only) divided into 65,00,000 (Sixty-Five Lacs) Equity Shares of 10/- each to 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten lacs) Equity Shares of 10/- each ranking pari passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

Further, during the financial year 2022-23, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2023. None of the Directors or Key Managerial Personnel of the Company holds instruments convertible into equity shares of the Company. All the Shares of the Promoters which are held in the Company are in dematerialised form.

DEPOSITS

During the year under review, your Company has not accepted any deposits or there is no amount which has been considered as deemed deposit within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) from time to time and as such no amount of principal or interest remained unpaid or unclaimed at the end of the financial year 31^st March, 2023.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENT

Particulars of Loans, Guarantees and Investments as on the financial year ended 31st March, 2023 as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the respective notes to Financial Statements provided in the Annual Report.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesnt have any Subsidiary, Joint Venture or Associate Company.

CREDIT RATING

During the period under review, the Company has obtained credit ratings from Infomerics Valuation and Rating Private Limited, a Credit rating agency, for long-term bank facilities as IVR BB-/Stable and for short-term bank facilities including short-term bank facilities (proposed) as IVR A4.

MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year, the Company has not altered its Articles of Association. However, the Memorandum of Association was altered as Company increased the Authorised Share Capital of the Company from 6,50,00,000/- (Rupees Six Crores and Fifty Lacs Only) divided into 65,00,000 (Sixty Five Lacs) Equity Shares of 10/- each to 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten lacs) Equity Shares of 10/- each ranking paripassu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Companys Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred to as "Listing Regulations"] and provisions of the Articles of Association of the Company.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mrs. Neha Agarwal (DIN: 07540311) is liable to retire by rotation at the 29th Annual General Meeting and being eligible offers herself for reappointment. Based on the recommendations of the Nomination and Remuneration Committee, the Board recommends the re-appointment of Mrs. Neha Agarwal as director liable to retire by rotation.

The brief resume and other details as required under Regulation 36(3) of the SEBI (LODR) 2015, of the Directors seeking re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms a part of the Annual Report.

Appointment / Cessation

Mr. Himanshu Goyal, Independent Director of the Company resigned from the directorship of the Company w.e.f. 13th June, 2022. The Board placed on record the valuable guidance and support received from him during his tenure.

Mr. Mane Shriram Vishwasrao, was appointed by the Board as an Additional Director (Non-Executive Independent) on the Board of the Company w.e.f. 13th August, 2022 and regularised as an Independent Director of the Company by the Shareholders at the 28th Annual General Meeting held on 30th September, 2022 to hold office for a term of 5 years consecutive years from 13th August, 2022 to 12th August, 2027.

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as "KMP") of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Rules framed there under:-

1. Mr. Ashok Kumar Agarwal, Chairman cum Managing Director;

2. Mr. Ankit Agrawal, Whole-time Director & Chief Financial Officer;

3. Mrs. Neha Agarwal, Executive Director; and

4. Mrs. Preeti Khatore, Company Secretary & Compliance Officer

During the year, there has been no other change in the Key Managerial Personnel of the Company. However, after the closure of the Financial Year 2022-23, Mrs. Preeti Khatore has resigned from the post of Company Secretary & Compliance Officer w.e.f. 28th July, 2023 and Ms. Shivi Kapoor has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 14th August, 2023.

Details pertaining to their remuneration have been provided in the copy of the Annual Return available on the website of the Company under the weblink: https:// www.rmcindia.in. None of the KMP of the Company is holding office in any other Company as KMP and none of the Directors/ KMP of the Company are disqualified.

Statement of Declaration given by Independent Directors

The Company has received the necessary declaration of independence from all Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and SEBI (LODR) Regulations, 2015 and are not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs. Furthermore, the Company has also received statements from all the Independent Directors that they have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the act and also a statement on compliance with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company.

Separate Meeting of Independent Directors of the Company

The Independent Directors met once during the year under report, i.e., 23rd January, 2023, without the presence of Non-Independent Directors or members of the management.

The Independent Directors evaluated the performance of the Non-Independent Directors, wherein the evaluation of the performance of the Non-Independent Directors, including the Chairman and also of the Board as a Whole was made, against pre-defined identified criteria.

BOARD EVALUATION

The evaluation process focused on various aspects of the Board and its Committees such as composition and structure, functioning, the effectiveness of Board processes, information and functioning, etc.

The evaluation of all the Directors and the Board as a whole was conducted by the Board and found to be satisfactory. The flow of information between the Company management and the Board is adequate, qualitative and timely. As required under the provisions of the Act, a meeting of all Independent Directors was convened and held during the year. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting including the performance of the Board, its Committees and individual directors.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Schedule IV of the Companies Act, 2013, the Directors of the Company are familiar with their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company etc. and updated on changes and developments in the Domestic and Global Corporate and Industry Scenario including those pertaining to statutes, legislations, and economic environment and on matters affecting the Company, to enable them to take well informed & timely decisions. Details of such familiarisation programs are posted on the website of the Company at the https:// rmcindia.in/investors/policies-code-form/familiarization-programme-for-non-executive-directors-pdf/

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) & 134(5) of the Act, your Board of Directors to the best of their knowledge and ability hereby confirm

a. In the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors 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 affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors have sufficient taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls for the Company and these internal financial controls were adequate and operating effectively;

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE YEAR

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. The Meetings of the Board of Directors were held at the Corporate Office of the Company situated at B-11 (B&C) Malviya Industrial Area, Jaipur- 302017 Rajasthan. The notices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board and Committee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to make informed decisions. All observations, recommendations and decisions of the Committees were placed before the Board for consideration and approval.

During the financial year 2022-23, 16 (sixteen) were convened and held on 06th April, 2022; 14th May, 2022; 13th June, 2022; 10th August, 2022; 13th August, 2022; 19^th August, 2022; 05th September, 2022; 22nd September, 2022; 22^nd October, 2022; 02nd November, 2022; 29th November, 2022; 21st December, 2022; 26th December, 2022, 30^th December, 2022; 23rd January, 2023 and 13th February, 2023. The gap between two consecutive Board Meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the Listing Regulations. The necessary quorum was present at all the meetings.

The attendance of each Director at the Meetings of the Board of Directors held during the financial year 2022-23 is as follows:

Serial No.	Name of Directors	Designation	No. of Board Meetings Attended	Attendance at the last AGM
1.	Mr. Ashok Kumar Agarwal (DIN: 00739152)	Chairman Cum Managing Director	16	Yes
2.	Mr. Ankit Agrawal (DIN: 00793035)	Whole-time Director & Chief Financial Officer	16	Yes
3.	Mrs. Neha Agarwal (DIN: 07540311)	Executive Director	16	Yes
4.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	16	Yes
5.	Mrs. Krati Agarwal (DIN: 08789232)	Independent Director	16	Yes
6.	Mr. Himanshu Goyal (DIN: 03101053)	Independent Director	2	NA
7.	Mr. Mane Shriram Vishwasrao (DIN: 09701613 )	Independent Director	2	Yes

COMMITTEES OF THE BOARD

As on 31st March, 2023, the Board has 3(Three) committees as per the provisions of the Companies Act, 2013 read with rules, made thereunder, with proper composition of its members which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework. The Board periodically evaluates the performance of all the Committees as a whole. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

The Board has the following committees as under:

Audit Committee;

Nomination and Remuneration Committee;

Stakeholders Relationship Committee

Audit Committee

The Board of Directors of your Company has duly constituted the Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder. The Audit Committee comprises of Mr. Kuldeep Kumar Gupta (Non-Executive Independent Director) the Chairman of the Committee, Mr. Ashok Kumar Agarwal (Chairman Cum Managing Director) and Mr. Mane Shriram Vishwasrao (Non-Executive Independent Director) as Members of the Committee as on 31st March, 2023.

Mr. Himanshu Goyal, ceased to be Independent Director of the Company w.e.f. 13th June, 2022, so also ceased to be a member of the Committee w.e.f. 13th June, 2022 and Mr. Mane Shriram Vishwasrao, Independent Director of the Company, was appointed as Member of the Committee w.e.f. 13th August, 2022.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Section 177 of the Act and such other functions as may be specifically by the Board from time to time. The Board has accepted all recommendations made by the Audit Committee during the year.

6 (six) Audit Committee Meetings were held during the financial year 2022-23. The dates on which the meetings were held are 06th April, 2022; 14th May, 2022; 13th June, 2022; 13th August, 2022; 22nd October, 2022 and 23^rd January, 2023. The attendance of each Member at the Audit Committee Meetings held during the financial year 2022-23 is as follows:

Serial No.	Name of Members	Designation	No. of Meetings Attended
1.	Mr. Ashok Kumar Agarwal (DIN: 00739152)	Chairman Cum Managing Director	6
2.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	6
3.	Mr. Himanshu Goyal (DIN: 03101053)	Independent Director	2
4.	Mr. Mane Shriram Vishwasrao (DIN: 09701613 )	Independent Director	1

Nomination and Remuneration Committee

The Committee comprises of Mr. Kuldeep Gupta (Non-Executive Independent Director), Chairman of the Committee, Mr. Mane Shriram Vishwasrao (Non-Executive

Independent Director), and Mrs. Krati Agarwal (Non-Executive Independent Director), as members of the Committee as on 31st March, 2023.

Mr. Himanshu Goyal, ceased to be Independent Director of the Company w.e.f. 13th June, 2022, so also ceased to be member of the Committee w.e.f. 13th June, 2022 and Mr. Mane Shriram Vishwasrao, Independent Director of the Company, was appointed as a member of the Committee w.e.f. 13th August, 2022.

The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Section 178 of the Act, besides other terms as may be referred by the Board of Directors. The Board has accepted all recommendations made by the Nomination and Remuneration Committee during the year.

3 (three) meetings of the Nomination and Remuneration Committee were held during the year 2022-23. The dates on which the meetings were held are 14th May, 2022; 10^th August, 2022 and 23rd January, 2023. The attendance of each Member at the Nomination and Remuneration Committee Meetings held during the financial year 2022-23 are as follows:

Serial No.	Name of Members	Designation	No. of Meetings Attended
1.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	3
2.	Mrs. Krati Agarwal (DIN: 08789232)	Independent Director	3
3.	Mr. Himanshu Goyal (DIN: 03101053)	Independent Director	1
4.	Mr. Mane Shriram Vishwasrao (DIN: 09701613)	Independent Director	0

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of Mr. Kuldeep Gupta (Non-Executive Independent Director), Chairman of the Committee, Mr. Mane Shriram Vishwasrao (Non-Executive Independent Director), and Mrs. Krati Agarwal (Non-Executive Independent Director), as members of the Committee as on 31st March, 2023.

Mr. Himanshu Goyal, ceased to be Independent Director of the Company w.e.f. 13th June, 2022, so also ceased to be a member of the Committee w.e.f. 13th June, 2022 and Mr. Mane Shriram Vishwasrao, Independent Director of the Company, was appointed as a member of the Committee w.e.f. 13th August, 2022.

The Committee, inter-alia, reviews the issue of duplicate certificates and oversees and reviews all matters connected with the Companys transfers of securities. It looks into the redressal of shareholders/investors complaints related to the transfer of shares, non-receipt of annual reports, non-receipt of declared dividends and such other functions as may be specifically delegated to the Committee by the Board from time to time. There being no investor grievances complaint pending, the committee reviewed the existing procedures for attending to complaints as and when they arise.

5 (five) Stakeholders Relationship Committee Meetings were held during the financial year 2022-23. The dates on which the meetings were held are 06th April, 2022; 04th July, 2022; 05th September, 2022; 25th October, 2022 and 23^rd January, 2023.

The attendance of each Member at the Stakeholders Relationship Committee Meetings held during the financial year 2022-23 is as follows:

Serial No.	Name of Members	Designation	No. of Meetings Attended
1.	Mr. Kuldeep Kumar Gupta (DIN: 01591373)	Independent Director	5
2.	Mrs. Krati Agarwal (DIN: 08789232)	Independent Director	5
3.	Mr. Himanshu Goyal (DIN: 03101053)	Independent Director	1
4.	Mr. Mane Shriram Vishwasrao (DIN: 09701613)	Independent Director	1

NO DEFAULT

The Company has not defaulted in payment of interest and repayment of a loan to any of the financial institutions and/ or banks during the period under review.

RELATED PARTY TRANSACTIONS

As required under the Companies Act, prior omnibus approval was obtained for Related Party Transactions on a quarterly basis for transactions that are of a repetitive nature and/or entered in the ordinary course of business and are at Arms Length basis, in the first meeting of Audit Committee for the financial year 2022-23.

All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2022-2023 were in the ordinary course of business and on an arms length basis. During the year, the Company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Companys policy on dealing with related party transactions. During the year there were no material significant related party Company with Promoters, Directors or KMP which may have potential conflict with the interest of the Company at large. All transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval. The details of the related party transactions are set out in Notes to the Financial Statements of the Company. The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website https:// rmcindia.in/investors/policies-code-form/related-party-transactions-policy-pdf/

None of the Directors or KMP has any pecuniary relationships or transactions vis-a-vis the Company. There were no transactions during the year under review which would require to be reported in Form AOC-2.

AUDITORS AND AUDITORS REPORTS

Statutory Auditor

M/s. Rakesh Ashok & Co., Chartered Accountants Firm Registration No. 011273C were appointed as Statutory Auditors of the Company by the members at the 28^th years to Annual General Meeting for a period of five hold office from the conclusion of the Annual General Meeting held in year 2022 till the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors of the Company have submitted an Auditors Report on the financial statements of the Company for the financial year ended 31st March, 2023. The reports do not contain any reservations, qualification or adverse remarks. The information referred to in the Auditors Report is self-explanatory and does not call for any further comments.

Secretarial Auditor

The Board of Directors of your Company has as per the requirement under Section 204 of the Act and rules made there under, re-appointed B K Sharma & Associates, Company Secretaries (COP No. 12636), to conduct the Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year 2022-23 forms an integral part of this Report as ‘Annexure – A. There is no audit qualification for the year under review.

Cost Auditor

During the year under review, the Company was not required to appoint a Cost Auditor as per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. Further pursuant to the provision of section 148(1) of the Companies Act, 2013, maintenance of cost records as specified by Central Government are maintained by the Company.

Internal Auditor transactions made by the

Pursuant to the provisions of Section 138 and any other applicable provisions of the Companies Act, 2013 and the rules made there under, Ms. Ekta Gupta, Chartered Accountant was appointed as the Internal Auditor of the Company for the financial year 2022-23. The Internal Auditor has placed the Internal Audit Report for every quarter and the same was discussed with the Board.

BOARD POLICIES

Vigil Mechanism and Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and also report instances of leak of unpublished price sensitive information. The policy provides for adequate safeguards against victimisation of Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/Employees has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company at the web link https://rmcindia.in/ investors/policies-code-form/vigil-mechanism-whistle-blower-policy-pdf/

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration policy duly adopted and approved by the Board. The Nomination and Remuneration Policy of the Company includes the terms and conditions for appointment and payment of remuneration to the Directors and KMP and other Senior Management Personnel including criteria for determining qualifications, of a director as per Section 178 and Schedule IV of the Act. There have been no changes in the said policy during the year. The said policy may be accessed on the website of the Company at the web link https:// rmcindia.in/investors/policies-code-form/nomination-remuneration-policy-pdf/

Risk Management Policy

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy may be accessed on the website of the Company viz., https://rmcindia.in/investors/%20 policies-code-form/risk-management-policy-pdf/

Other Codes and Policies may be accessed on the website of the Company viz., http://www.rmcindia.in.

SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to meetings of the Board of Directors and General Meetings respectively, have been duly complied with.

ANNUAL RETURN

A copy of the Annual Return of the Company has been placed on the website of the Company at the web link http:// www.rmcindia.in.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been uploaded on the Companys web link https://rmcindia.in/investors/ policies-code-form/code-of-conduct-pdf/

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the Designated Employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of positive attributes, and independence unpublished price-sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by designated persons.

The code of practices and procedures for fair disclosure of unpublished price-sensitive information is also available on the Companys website i.e. https://rmcindia.in/investors/ policies-code-form/code-of-insider-trading-pdf/ The Board is responsible for the implementation of the Code. All the Directors and the Designated Employees have confirmed compliance with the Code.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited SME Platform and the Annual listing fee for the year 2022-23 has been duly paid.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per Section 134(5) (e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls. The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient Policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls are adequate and operating effectively. The effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the Internal Audit Team.

The members of the Audit Committee of your Company are well-versed with the financial management. Such an adequate internal control system helps in the identification of potential operation processes.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required under Regulation 34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company for the financial year 2022-23.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

and material orders passed by the Therearenosignificant

Regulators/ court that would impact the ongoing concern status of the Company and its future operations.

CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation, compliance with the Corporate Governance Provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding 10 Crore and Net Worth not exceeding 25 Crore, as on the last day of the previous financial year;

b) Listed entity that has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form part of the Annual Report for the financial year 2022-23.

In line with same, the Company files the Corporate Governance-Non Applicability Certificate quarterly basis as per Regulation 27(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under regulation 34 (2) (f) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report as ‘Annexure-B.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant information on the conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the

Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in ‘Annexure – C forming part of this Annual Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as

‘Annexure – D.

The statement containing names of the top ten employees in terms of remuneration drawn and their other details as required to be furnished under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH THE PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

An Internal Complaints Committee (ICC) has been constituted in accordance with the provisions of the

Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment and all the provisions regarding the constitution are complied with.

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013.

The role of ICC is not restricted to mere redressal of complaints but also encompasses the prevention and prohibition of sexual harassment. During the year under review, the Company has not received any Complaint to BSE on a pertaining to Sexual Harassment.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the provisions of Section 135 of the Company Act 2013, with regard to Corporate Social Responsibility (CSR) were not applicable to your Company.

DISCLOSURE WITH RESPECT TO THE DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/ bonus/ right issues as at 31st March 2023. Hence, the particulars relating to the aggregate number of shareholders and the outstanding securities in suspense account and other related matters are not applicable.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There was no amount outstanding to be transferred as unclaimed dividend to investor education and protection fund during the FY 2022-23.

APPLICATION/PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE, 2016

There are no proceedings initiated/ pending against the Company under the Insolvency &Bankruptcy Code, 2016 which materially impact the business of the Company.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from suppliers, investors, banks, all regulatory and government authorities and all other business associates. The Board places on record its sincere appreciation towards the

Companys valued customers for the support and confidence reposed by them in the organisation and looks forward to the continuance of this supportive relationship in the future. Your Directors proudly acknowledge the contribution and hard work of the employees of the Company at all levels, who, through their competence, hard work, solidarity and commitment have enabled the Company to achieve consistent growth.

For and on behalf of the Board of Directors Sd/-Ashok Kumar Agarwal Chairman & Managing Director DIN: 00793152

Place: Jaipur Date: 02^nd September, 2023