shree ghantakarna rolling mills pvt ltd Directors report

<dhheadBOARDS REPORT</dhhead

To,

The Members,

Your Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31^st March, 2023.

1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

(Rs. is Lakhs)

Particulars	Year ended 31/03/2023	Year ended 31/03/2022
Total Revenue	8694.13	6703.45
Expenditure	7979.39	6416.23
Profit/(Loss) before Depreciation	780.84	333.79
Depreciation	66.10	46.57
Profit/(Loss) before Tax	714.74	287.22
Extraordinary/Exceptional items	-	-
Tax Expenses
(a) Current Tax	170.27	49.80
(b) Deferred Tax	2.70	2.99
Profit/(Loss) after Tax	541.77	234.43

2. OVERVIEW OF COMPANYS PERFORMANCE:

The Company is into the business of manufacturing of TMT Bars. The revenue from operations was Rs. 8602.15 Lakhs as compared to the revenue from operations of Rs. 6702.87 Lakhs during the previous year. The profit after tax increased from Rs. 234.43 Lakhs in the previous year to Rs. 541.77 Lakhs in the current financial year.

The performance of the Company in terms of overall revenue generation during the period under review is quite satisfactory.

3. DIVIDEND:

After considering the present circumstances holistically and keeping in view the need to conserve the resources in the long run for future, the Board of Directors of the Company decided that it would be prudent not to recommend any dividend for the year under review.

4. TRANSFER TO RESERVE:

Reserves & Surplus at the end of the year stood at Rs. 547.71 Lakhs as compared to Rs. 1049.69 Lakhs at the beginning of the year.

5. SHARE CAPITAL:

During the year under review, the shareholders of the Company at their Extra Ordinary General Meeting held on 13^th January, 2023 approved the following changes in the capital structure of the Company:

(a) Increase in Authorized Share Capital of the Company from Rs. 21,50,00,000/- (Rupees Twenty One Crore Fifty Lakh only), divided into 21500000 (Two Crore Fifteen Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 80,00,00,000/- (Rupees Eighty Crore only), divided into 80000000 (Eight Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.

(b) Sub-Division/ Split of Equity Shares of the Company from face value of Rs. 10/- each to face value of Re.1/- each.

(c) Issue of Bonus Shares in the ratio of 11 (Eleven) Bonus Equity Shares for every 4 (Four) fully paid-up equity shares by capitalizing a sum not exceeding Rs. 58,43,75,000/- (Rupees Fifty Eight Crore Forty Three Lakh Seventy Five Thousand only).

At present, the Company has only one class of shares - equity shares with face value of Rs. 1/- each. The authorised share capital of the Company is divided into 800000000 Equity Shares of face value of Rs. 1/- each amounting to Rs. 80,00,00,000/- and issued, subscribed and paid up equity capital has increased from Rs. 21,25,00,000/- comprising 212500000 equity shares of Re. 1/- each to Rs. 79,68,75,000/- comprising 796875000 Equity Shares of Re. 1/- each.

6. ISSUE AND ALLOTMENT OF BONUS EQUITY SHARES:

The Board of Directors of the Company in their meeting held on 21^st December, 2022 approved Issue of Bonus Shares in the ratio of 11 (Eleven) Bonus Equity Shares for every 4 (Four) fully paid-up equity shares by capitalizing a sum not exceeding Rs. 58,43,75,000/- (Rupees Fifty Eight Crore Forty Three Lakh Seventy Five Thousand only), subject to approval of members of the Company. Further, the shareholders of the Company at their Extra Ordinary General Meeting held on 13^th January, 2023 approved the issue of Bonus Equity Shares.

Subsequently, the Board of Directors of the Company in their meeting held on 17^th March, 2023 allotted 584375000 Bonus Equity Shares of face value of Re. 1/- to the list of beneficial owners as on 10^th March, 2023, being the record date fixed for that purpose.

7. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year under review.

8. MAINTAINANCE OF COST RECORDS:

The Company has adequately maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

9. STATE OF COMPANY AFFAIRS:

The state of your Companys affairs is given under the heading Financial Summary/ Highlights, Overview of Companys Performance and various other headings in this Report and the Management Discussion and Analysis Report, which forms part of the Annual Report.

10. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has taken adequate steps for conservation of energy. The Company has not imported any technology during the year and there are no plans to import any kind of technology in near future and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.

12. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-I.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

No material order has been passed by the Regulators/Court or Tribunals which can impact the going concern status and Companys operation in future.

15. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has adopted policy on prevention of sexual harassment of women at workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31^st March, 2023, the company has not received any complaints pertaining to sexual harassment.

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

The Company does not have any subsidiary, associate or joint venture company and hence details relating to them are not applicable and provided for.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:

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

18. MEETING OF BOARD OF DIRECTORS:

The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

During the year under the review, the Board met 14 (fourteen) times during the year on 04/05/2022, 10/05/2022, 01/06/2022, 06/06/2022, 13/06/2022, 14/06/2022, 04/07/2022, 27/07/2022, 10/08/2022, 30/08/2022, 12/11/2022, 21/12/2022, 30/12/2022 and 17/03/2023 with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under.

Name of Directors	DIN	Category	Number of Meetings Attended / Total Meetings held during the year 2022-23	Attendance at the last AGM held on 27/07/2022
Mr. Shalin A. Shah	00297447	Managing Director	14/14	Yes
Mr. Ashok C. Shah	02467830	Non Executive Director	14/14	Yes
Mr. Rushabh R. Shah	09474282	Independent Director	14/14	Yes
Ms. Twinkle K. Chheda	09502345	Independent Director	14/14	Yes
Ms. Deepti G. Gavali	10272798	Additional (Independent) Director	-	-

19. MEETING OF MEMBERS:

During the year under review, Extra Ordinary General Meeting was held on 1^st June, 2022 and 13^th January, 2023. 38^th Annual General Meeting of the members of the Company was held on 27^th July, 2022.

Special Resolution through Postal Ballot/E-voting was passed on 1^st February, 2023.

20. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board constituted some of its Committees. AUDIT COMMITTEE:

The major terms of reference of the Audit Committee include:

? Examination of Financial Statements and Auditors Report thereon;

? Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

? Evaluation of internal financial controls and risk management systems;

? Approval or modifications of related party transactions;

? Review functioning of the Whistle Blower mechanism;

? Scrutiny of inter-corporate loans and investments.

Composition of Audit Committee as on the date of the report:

. Name of the Director	DIN	Status	Category
1 Mr. Rushabh Shah	09474282	Chairperson	Non-Executive Independent Director
2. Ms. Twinkle Chheda (upto 30/06/2023)	09502345	Member	Non-Executive Independent Director
3. Mrs. Deepti Gavali (w.e.f. 01/09/2023)	10272798	Member	Additional (Independent) Director
4. Mr. Ashok Shah	02467830	Member	Non-Executive Director

Attendance of each member of the Audit Committee:

Committee Members	Meetings held	Meetings attended
Mr. Rushabh Shah	4	4
Ms. Twinkle Chheda (upto 30/06/2023)	4	4
Mrs. Deepti Gavali (w.e.f. 01/09/2023)	-	-
Mr. Ashok Shah	4	4

Number of Audit Committee Meetings held during the year:

The Audit Committee met four times in the financial year 2022-23 i.e. on 04/05/2022, 10/05/2022, 10/08/2022 and 12/11/2022.

NOMINATION AND REMUNERATION COMMITTEE:

The major terms of reference of the Nomination & Remuneration Committee include:

-Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

-Formulation of the criteria for determining qualifications, positive attributes and independence of a director; -Specifying the manner for effective evaluation of performance of Board, its committees and individual directors; -Recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Composition of Nomination & Remuneration Committee as on the date of the report:

. Name of the Director	DIN	Status	Category
1 Mr. Rushabh Shah	09474282	Chairperson	Non-Executive Independent Director
2. Ms. Twinkle Chheda (upto 30/06/2023)	09502345	Member	Non-Executive Independent Director
3. Mrs. Deepti Gavali (w.e.f. 01/09/2023)	10272798	Member	Additional (Independent) Director
4. Mr. Ashok Shah	02467830	Member	Non-Executive Director

Attendance of each member of the Nomination and Remuneration Committee:

Committee Members	Meetings held	Meetings attended
Mr. Rushabh Shah	-	-
Ms. Twinkle Chheda (upto 30/06/2023)	-	-
Mrs. Deepti Gavali (w.e.f. 01/09/2023)	-	-
Mr. Ashok Shah	-	-

Number of Nomination and Remuneration Committee Meetings held during the year:

The Nomination and Remuneration Committee did not meet during the year under review.

The major terms of reference of the Stakeholders Relationship Committee include:

- Consideration & Resolution of the grievances of security holders of the Company;

- Reviewing of Transfer/ Transmission requests/ Demat/ Remat requests of the security shareholders and issuance of duplicate share certificate, if any.

Composition of Stakeholders Relationship Committee as on the date of the report:

Name of the Director	DIN	Status	Category
1 Mr. Rushabh Shah	09474282	Chairperson	Non-Executive Independent Director
2. Ms. Twinkle Chheda (upto 30/06/2023)	09502345	Member	Non-Executive Independent Director
3. Mrs. Deepti Gavali (w.e.f. 01/09/2023)	10272798	Member	Additional (Independent) Director
4. Mr. Ashok Shah	02467830	Member	Non-Executive Director

Attendance of each member of the Stakeholders Relationship Committee:

Committee Members	Meetings held	Meetings attended
Mr. Rushabh Shah	4	4
Ms. Twinkle Chheda (upto 30/06/2023)	4	4
Mrs. Deepti Gavali (w.e.f. 01/09/2023)	-	-
Mr. Ashok Shah	4	4

Number of Stakeholders Relationship Committee Meetings held during the year:

The Stakeholders Relationship Committee met four times during the Financial Year 2022-23 i.e. on 04/05/2022, 04/07/2022, 12/11/2022 and 17/03/2023.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Companies Act, 2013 consisting of following three Directors, constituted on 1^st September, 2023 as under:

Name of the Director	DIN	Status	Category
1 Mr. Rushabh Shah	09474282	Chairperson	Non-Executive Independent Director
2. Mr. Shalin Shah	00297447	Member	Managing Director
3. Mr. Ashok Shah	02467830	Member	Non-Executive Director

21. EXTRACTS OF ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: http://rhetan.com/annual-returns.html

22. INSURANCE:

All the Properties of the Company are adequately insured.

23. RELATED PARTY TRANSACTIONS:

Details of the related party transactions entered at arms length are given in Form AOC-2 attached as Annexure- II to the Financial Statements.

Related Party disclosure under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:

Sr. Disclosure of loans / advances / investments / No. Outstanding during the year	As at 31st March, 2023 (Amount in Lakhs)	Maximum amount during the year (Amount in Lakhs)
1 Loans and advances in the nature of loans to subsidiary	0	0
2 Loans and advances in the nature of loans to associate	0	0
3 Loans and advances in the nature of loans to firms/companies in which directors are interested	0.78	0.78

Further, transactions if any of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are given in the notes to the Financial Statements.

24. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

Following changes took place in the Board of Directors and Key Managerial Personnel of the Company:

Ms. Twinkle Chheda resigned from the office of Independent Director w.e.f. 30^th June, 2023, due to personal reasons. The Company had received a confirmation that there are no material reasons for his resignation other than the reasons provided by her.

In the opinion of the Board, Ms. Twinkle Chheda was a person of integrity, expert and experienced (including the proficiency).

Mrs. Deepti G. Gavali was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. 1^st September, 2023. Further, the business of her ratification of appointment is placed before the members for their approval

In the opinion of the Board, Mrs. Deepti G. Gavali is a person of integrity, expert and experienced (including the proficiency).

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shalin A. Shah (DIN: 00297447) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent Directors name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continues to hold the office of an independent director.

25. ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

? Knowledge and Skills

? Professional conduct

? Duties, Role and functions

(b) For Executive Directors:

? Performance as Team Leader/Member.

? Evaluating Business Opportunity and analysis of Risk Reward Scenarios

? Key set Goals and achievements

? Professional Conduct, Integrity

? Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report forms part of this Report as Annexure-III.

27. CEO AND CFO CERTIFICATION:

Mr. Shalin A. Shah, Managing Director and Mr. Subha Ranjan Dash, CFO have given certificate to the board as contemplated in SEBI Listing Regulations. The said certificate is attached as Annexure-IV.

28. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any of the Directors of the Company including Managing Director during the year 2022-23.

29. MANAGERIAL REMUNERATION:

The Company had not paid any remuneration to the Managing Director or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended 31^st March, 2023.

30. INDEPENDENT DIRECTORS MEETING:

Independent Directors of the Company had met during the year under the review on 24^th March, 2023. The Independent Directors in its meeting reviewed and considered:

1. The performance of Non-Independent Directors and the Board of Directors;

2. The performance of the Chairperson of the Company;

3. Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

31. COMMITTEES OF THE BOARD:

There are currently Four Committees of the Board as enumerated hereunder:

1. Audit Committee

2. Nomination and Remuneration Committee and

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

32. AUDITORS:

A. Statutory Auditors

The Board of Directors of the Company had appointed M/s. GMCA & Co., Chartered Accountants, Ahmedabad (Firm Reg. No. 109850W), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Sunil Poddar & Co., Chartered Accountants, Ahmedabad (Firm Reg. No. 110603W) in their meeting held on 4^th May, 2022 till the conclusion of the ensuing Annual General Meeting subject to the approval of Shareholders. Considering the same, the Shareholders of the Company in their meeting held on 27^th July, 2022 approved appointment of M/s. GMCA & Co., Chartered Accountants, Ahmedabad for a term as the Statutory Auditors of the Company till the conclusion of Annual General Meeting to be held on 2026.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K. Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-V.

The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.

33. SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

34. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Company during the year under review.

35. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has an Internal Financial Control System, appropriate considering the size and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

36. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct.

38. 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 Companys 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 Board Directors and the designated employees have confirmed compliance with the Code.

39. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state 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 31^st March, 2023 and of the profit and 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 Companies Act, 2013 and Rules made thereunder for safeguarding 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;

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

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

40. CORPORATE GOVERNANCE:

As per Regulation 15(2)(b) of the SEBI Listing Regulations, compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V, shall not apply to the Company.The Certificate of the non-applicability of submission of Report on Corporate Governance is attached as Annexure - VI to the Boards Report.

41. CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors has constituted a corporate Social Responsibility (CSR) Committee in terms of the provisions of Section 135 of the Companies Act, 2013 consisting of 3 (three) Directors viz. Mr. Rushabh Shah (Chairman), Mr. Shalin A. Shah (Member) and Mr. Ashok C. Shah (Member).

Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions of Section 135 of Companies Act, 2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company. This Policy has been approved by the Board. The CSR Policy is available on the Companys website at www.rhetan.com.

42. LISTING & MIGRATION OF THE COMPANY:

The Company got listed on SME Platform of BSE Limited on 5^th September, 2022.

Subsequently, the Board of Directors in their meeting held on 30^th December, 2022 approved Migration of the Company from SME platform of BSE Limited (BSE) to Main Board of BSE Limited and National Stock Exchange of India Limited (NSE) with a view that Migration to Main Board will take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. Further, the members of the Company passed special resolution through Postal Ballot/E-voting on 1^st February, 2023 for the same.

The Company has made an In-principle Application for Migration of the Company on 17^th April, 2023. The said approval is awaited from the stock exchange viz. BSE Limited.

43. DISCLOSURE OF FINES/PENALTIES LEVIED:

The Board of Directors of the Company in their meeting held on 21^st December, 2022 approved Issue of Bonus Shares in the ratio of 11 (Eleven) Bonus Equity Shares for every 4 (Four) fully paid-up equity shares. Further, the shareholders of the Company at their Extra Ordinary General Meeting held on 13^th January, 2023 approved the issue of Bonus Equity Shares. The Company had made In-principle Application for Issue of Bonus Shares on 21^st December, 2022. The Company received the In-principle approval on 21^st February, 2023.

In accordance with Regulation 295(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company is required to implement the Bonus Issue within two months from the date of Board Meeting wherein the decision to announce the bonus issue was taken. Consequent to delay in receipt of In-principle Approval from the stock exchange viz. BSE Limited and subsequent delay in undertaking of various prescribed

Bonus & Sub-division of Equity Shares formalities, the stock exchange levied a fine of Rs. 10.40 Lakhs plus applicable taxes. The Company had paid the said fine on 12^th April, 2023.

The fine was paid by the Company in dissent to put a stop to any further fines that may be levied by the stock exchange. Henceforth, the Company has made the request to the stock exchange for waiver of the fines imposed. Stock exchanges revert on the said matter is awaited.

44. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels for the development of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

Place: Ahmedabad	For and on behalf of the Board
Date: 1st September, 2023	Sd/-	Sd/-
	Shalin A. Shah	Ashok C. Shah
	Managing Director	Director
	DIN:00297447	DIN: 02467830