ruia aquaculture farms ltd Directors report

( Rs. In Lakhs)

During the year under review (2022-23) the company has earned Total Income of Rs. 97.46 Lakhs as against Rs. 212.06 Lakhs in previous year. Further Company has incurred net loss of Rs. 103.04 as against loss of. Rs. 100.61 Lakhs in previous year.

Present Board of Directors has good reputation as well as experience in maritime infrastructure. Their endeavor to enter into maritime infrastructure industry will help the company to procure as well as execute good scales of order thereby increasing financials of the company. However in view of the no orders in maritime infrastructure no sales has been made by Maritime Infrastructure Division.

So far as aquaculture business is concerned Company has revamped 12 Numbers of ponds, deepen water channel, purchased a 250kva electricity connection, built pond gates, done new cabling and electric panels, labour rooms and purchased capital equipment like aerators, and pumps. However presently we are facing problem of virus infection thereby the we are going slowly with the production of aquaculture which led to lower turnover.

There have been no material changes and commitments, which affect the financial position of the company which have occurred during the year and between the end of the financial year to which the financial statements relate and the date of this Report.

There have been no changes in the Capital structure of the Company which have occurred during the year and between the end of the financial year to which the financial statements relate and the date of this Report

During the year under review company was not required to transfer any amount as well as any shares to the Investor Education and Protection Fund (IEPF)

In view of the losses the Board of Directors do not recommend any dividend for the year.

In view of the losses, your Board of Directors has decided not to transfer any amount to the Reserves for the year under review.

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

The Company has not advanced any loans or provided guarantees or made investments during the year under review.

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

10. LISTING OF EQUITY SHARES

The Equity Shares of the company are presently listed on BSE Limited. Listing fee for the year 2022-23 has been paid.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Jitendra Shankar Patil DIN 07889582 resigned as a Director of the company w.e.f. 29-08-2022 on account of personal reason and other professional commitments. Board hereby confirm that there is no other material reason for his resignation other than his personal reason and other professional commitments.

In accordance with the provisions of Section 161 of the Companies Act, 2013 the Mr. Pradeep Vinayak Kadekar (DIN: 09659053) was appointed as additional director 23-07-2022 in Independent Category. Board as well as Nomination and remuneration committee at its meeting held on 23-07-2022 had recommended appointment of Mr. Pradeep Vinayak Kadekar (DIN: 09659053) as an Independent Director of the company. Shareholders at its meeting held on 28th, September 2022 gave approval for his appointment as Independent Director

12. RELATED PARTY TRANSACTIONS:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No.AOC-2 as Annexure I.

13. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have given declarations that they meet the criteria of Independence and have complied with the Code for Independent Directors prescribed in Schedule IV to the Act as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Further they also had confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed policy for selection and appointment of Directors, Senior Management and their remuneration in pursuant to Section 178 of Companies act 2013 and Regulation 19 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The remuneration given is as per the remuneration policy framed.

Criteria for Determining the Qualifications for appointment of Directors (including Independent Directors)

i. Persons of eminence, standing and knowledge with significant achievements in business, professions and/or public service;

ii. Their technical, financial, HR, Legal, or business literacy/skills i.e. knowledge about Aquaculture and Shipyard business;

iii. Their administrative experience;

iv. Other appropriate qualification/experience to meet the objectives of the Company; v. As per the applicable provisions of Companies Act, 2013, Rules made thereunder and as per provisions of SEBI( LODR) Regulations.2015 .

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s.

Positive attributes of Directors (including Independent Directors):

a. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively and the willingness to address issues proactively;

b. Actively update their knowledge and skills with the latest developments in the infrastructure industry, market conditions and applicable legal provisions;

c. Willingness to devote sufficient time and attention to the Companys business and discharge their responsibilities.

d. To assist in bringing independent judgment to bear on the Boards deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

e. Ability to develop a good working relationship with other Board members and contribute to the Boards working relationship with the senior management of the Company;

f. To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees; g. Independent Directors to meet the requirements of the Companies Act, 2013 read with the Rules made there under and as per provisions of SEBI( LODR) Regulations 2015 as amended from time to time.

Independence Review Procedures

The directors independence for the independent director will be determined by the Board on an annual basis upon the declaration made by such Director as per the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI( LODR) Regulations.2015

If a director nominee is considered for appointment to the Board between Annual General Meetings, a determination of independence, upon the recommendation of the Committee, shall be made by the Board prior to such appointment.

All determinations of independence shall be made on a case-by-case basis for each director after consideration of all the relevant facts and circumstances and the standards set forth herein. The Board reserves the right to determine that any director is not independent even if he or she satisfies the criteria set forth by the provisions of the Companies Act, 2013 read with Rules thereon and as per provisions of SEBI( LODR) Regulations.2015

Each director has an affirmative obligation to inform the Board of any change in circumstances that may put his or her independence at issue.

a. Criteria for appointment of KMP/Senior Management

i. To possess the required qualifications, experience, skills & expertise to effectively discharge their duties and responsibilities; ii. To practice and encourage professionalism and transparent working environment; iii. To build teams and carry the team members along for achieving the goals/objectives and corporate mission; iv. To adhere strictly to code of conduct

b. Term

The Term of the Directors including Managing / Whole time Director / Independent Director shall be governed as per the provisions of the Act and Rules made thereunder and the Listing Regulations, as amended from time to time. Whereas the term of the KMP (other than the Managing / Wholetime Director) and Senior Management shall be governed by the prevailing HR policies of the Company.

c. Evaluation

The Committee shall carry out evaluation of performance of every Director. The Committee shall identify evaluation criteria which will evaluate Directors based on knowledge to perform the role, time and level of participation, performance of duties, level of oversight, professional conduct and independence. The appointment / re-appointment /continuation of Directors on the Board shall be subject to the outcome of the yearly evaluation process. d. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder and /or for any disciplinary reasons and subject to such applicable Acts, Rules and Regulations and the Companys prevailing HR policies, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management.

e. Remuneration of Managing / Whole-time Director, KMP and Senior Management

The remuneration / compensation / commission, etc., as the case may be, to the Managing / Wholetime Director will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules and Regulations and will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission, etc., as the case may be, shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required. Further, the Chairman & Managing Director of the Company is authorized to decide the remuneration of KMP (other than Managing / Wholetime Director) and Senior Management based on the standard market practice and prevailing HR policies of the Company.

f. Remuneration to Non-executive Directors (Including independent Director)

The remuneration / compensation / commission, etc., as the case may be, to the Managing / Wholetime Director will be governed by the relevant provisions of the Companies Act, 2013 and applicable Rules and Regulations and will be determined by the Committee and recommended to the Board for approval.

15. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its own performance, also performance of the Directors individually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and individual Directors, including the Chairman of the Company.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boards functioning such as degree of fulfillment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication, communicating effectively with all stakeholders and motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

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 Board as a whole. The Nomination &

Remuneration Committee also reviewed the performance of the Board, its Committees and of individual Directors.

The Chairman of the Board provided feedback to the Directors, as appropriate. Significant highlights, learning with respect to the evaluation, were discussed at the Board Meeting.

Disclosures on Board Evaluation:

i. Observations of board evaluation carried out for the year:

While evaluating the performances of the Board, also performance of the Directors individually as well as the evaluation of the working of its Committees, the Nomination and Remuneration Committee is of the opinion that the Directors , Committees as well as the board themselves has been performing their duties well for the best in interest of the Company. There is no observation to be mentioned during the year.

ii. Previous years observations and actions taken: NIL iii. Proposed actions based on current year observations: NIL

16. A MATRIX SETTING OUT THE SKILLS / EXPERTISE / COMPETENCE OF THE BOARD OF DIRECTORS IS AS UNDER

BOARD MEETINGS:

During the year under the review 7 meetings of the board were held on 09-05-2022, 25-06-,2022, 23-07-2022, 08-08-2022, 02-09-2022, 14-11-2022 and 14-02-2023. The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 173 of the Companies Act, 2013 and Secretarial Standard on Meetings of the Board of Directors.

The notice of Board meeting is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated clear 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. Details of Board Meetings attended by the Directors are as below

Designation Number of Meetings Name of the Director Held Attended Ashok Bhalchandra Patil Chairman 7 7 Jayshree Ashok Patil Managing Director 7 7 Jitendra Shankar Patil Director 4 4 Kishor Deomal Gambani Director 7 7 Pradeep Vinayak Kadekar Director 4 4

17. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) and as provided under sub-section (3) of Section 92 of the Companies Act, 2013 an extract of the annual return in prescribed form MGT 9 has also been posted on the website of the company i.e. www.datiware.com.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is attached to the Directors Report as Annexure II.

19. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the Listing regulations, the compliance with the corporate governance provisions does not apply to the Company.

20. AUDITORS:

a. STATUTORY AUDITORS:

M/s. P. S. Shingte and Co., Chartered Accountants, (Firms Registration No. 114679W), were appointed as as Statutory Auditors of the Company in previous AGM to hold office for a period of five years, from the conclusion of the 28th AGM, till the conclusion of the 33th AGM of the Company to be held in the year 2025.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting was omitted vide notification dated May 07, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Auditors in ensuing AGM of the Company. The Company has received a letter from M/s. P. S. Shingte and Co., Chartered Accountants., Chartered Accountants confirming that they are eligible for continuing as Statutory Auditors of the Company.

b. SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Shrenik Nagaonkar & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the year 2022-23 forms part of the Directors Report as Annexure- III.

21. REPLY TO QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS

MADE BY STATUTORY AUDITOR AND SECRETARIAL AUDITOR

With respect to Statutory Auditors remark about nonpayment of undisputed Custom Duty of Rs. 28.87 Lakhs and Excise Duty of Rs. 11.57 Lakhs Directors wish to inform you that the said amount is interest payable on Custom Duty and Excise Duty. We have already paid the principal amount of the tax however we are negotiating for interest amount hence these dues are still payable. Once the settlement is done dues will be paid shortly.

With respect to Statutory Auditors remark about Cash Losses, directors wants to convey that adverse business situations has led to these business losses. However the same will be recovered in coming years and it wont affect going concern status of the company

Statement on Impact of Audit Qualifications (for audit report with modified opinion) is enclosed as Annexure IV

There are no qualifications, adverse remarks or disclaimer made by Secretarial Auditor.

22. INTERNAL AUDIT

Pursuant to the provisions of Section 138 of the Companies act 2013 read with Companies (Accounts) Rules, 2014, the board on recommendation of the Audit committee, appointed Mr. Shailesh Shringi, Chartered Accountant, Kolhapur as the Internal Auditor of the Company. The Management regularly reviews the findings of the Internal Auditor and effective steps to implement any suggestions/observations of the Internal Auditors are taken and monitored regularly. In addition, the Audit Committee of the Board regularly addresses significant issues raised by the Internal Auditor.

23. INTERNAL FINANCIAL CONTROL

The Board of Directors has laid down Internal Financial Controls within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively.

24. CORPORATE RESPONSIBILITY STATEMENT (CSR):

The Company is not required to spend any amount for CSR activities at present.

25. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

2. 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 and loss of the Company for that period;

3. the Directors had taken proper and sufficient 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;

4. the Directors had prepared the annual accounts on a going concern basis;

5. the Directors, further state that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6. 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.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The information as required under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given below:

B. Technology absorption:

The Companys operations do not require significant absorption of technology.

C. Foreign exchange earnings and Outgo:

27. AUDIT COMMITTEE:

As on March 31, 2023 the Audit committee comprises Mr. Kishor Deomal Gambani (Independent Director) Mr. Pradeep Kadekar (Independent Director) and Mrs. Jayashree Ashok Patil (Managing Director). Ms. Kritika Agarwal Company Secretary was secretary to committee. All members of the Audit Committee possess accounting and financial management knowledge.

The committee has been carrying out its responsibility in accordance with the provisions of the Act. The committee had met 4 (Four) times on 09-05-2022, 08-08-2022, 14-11-2022 and 14-02-2023 during the year.

Board has accepted all the recommendations of Audit Committee. Details of attendance of committee meetings are as below.

28. NOMINATION AND REMUNERATION COMMITTEE:

As on March 31, 2023 the Nomination and Remuneration committee comprises Mr. Kishor Deomal Gambani (Independent Director) Mr. Pradeep Kadekar (Independent Director) and Mr. Ashok Patil (Director). Ms. Kritika Agarwal, Company Secretary was secretary to committee.

The Committee functions in accordance with the terms and reference of the policy. The committee had met 5 (Five) times on 09-05-2022, 23-07-2022, 08-08-2022, 14-11-2022 and 14-02-2023 during the year.

Details of attendance of committee meetings are as below.

29. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As on March 31, 2023 the Stakeholders Relationship committee comprises Mr. Kishor Deomal Gambani (Independent Director) Mr. Pradeep Kadekar (Independent Director) , Mrs. Jayashree Patil (Managing Director) and Mr. Ashok Patil (Director). Ms. Kritika Agarwal Company Secretary of the company was secretary to committee.

This Committee has been formed to comply with the norms of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. The Committee has been carrying out its functions very smoothly and to enable the same had met 4 times on 09-05-2022, 08-08-2022, 14-11-2022 and 14-02-2023 during the year.

Details of attendance of committee meetings are as below.

30. VIGIL MECHANISM:

The Company has adopted a Whistle Blower Policy establishing vigil mechanism the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct; providing adequate safeguards against victimization; providing direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases., to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the website of the company i.e. www.datiware.com.

During the year under review no fraud is reported by Statutory Auditors of the company.

31. PERFORMANCE OF EMPLOYEES:

NOTE: 1. a. However, no remuneration is paid to any directors.

b. Ms Kritika Agarwal was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 06^th June 2020. There has been no increase in her remuneration hence percentage increase in remuneration is not applicable.

Note:

32. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have Subsidiary/Joint Ventures/Associate Companies.

33. COST AUDIT:

As per Section 148 of the Act, the Company is not required to maintain and have the audit of its cost records conducted by a Cost Accountant in practice

34. RISK MANAGEMENT:

The Board of the Company has formed a Risk Management Committee in accordance with the provisions of the Act and Regulation 17(9) of the Listing Regulations. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Policy to manage risk is also placed on the website of the Company. During the year, risk analysis and assessment was conducted and the details of the same are covered in the Management Discussion and Analysis Report of the Company.

35. FAMILIARIZATION PROGRAMME:

Pursuant to Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 , the Company has formulated a programme for familiarizing the 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 etc. through various initiatives. Details of the Familiarization Programme of the Independent Directors are available on the website of the Company.

36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder which is available on the website of the Company. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2022-23.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year: NIL

(b) Number of complaints received during the year: NIL

(c) Number of complaints disposed off during the year: NIL

(d) Number of cases pending at the end of the year.: NIL

37. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable secretarial standards. The same has also been confirmed by Secretarial Auditors of the Company.

38. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any equity shares lying in the demat suspense account/unclaimed suspense account of the Company as on 31 March 2023. Hence disclosures required under Part F of Schedule V of the Listing Regulations is not applicable

39. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

On behalf of the Board of Directors