raghunath international ltd share price Directors report


To,

The Members,

Raghunath International Limited

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

FINANCIAL RESULTS

The highlights of the Financial Results are as under: (Rupees in Lakhs)

Standalone

Consolidated

Particulars

2022-2023 2021-2022 2022-2023 2021-2022

Sales and Other Income (Gross)

133.60 210.904 133.60 210.904

Profit/(Loss) before Interest and Depreciation

(14.08) 144.293 (14.08) 144.293

Less: Finance Charges

0.000 0.002 0.000 0.002

Less: Depreciation

0.536 0.536 0.536 0.536

Profit/(Loss) for the Year

(14.62) 143.755 (14.62) 143.755

Add/(Less): Exceptional Items

- (0.146) - (0.146)

Add/Less: Provision for Income Tax

(8.09) (38.446) (8.09) (35.017)

Less: provision for Wealth Tax

- - - -

Add/(Less): Deferred Tax Assets/ (Liability)

(0.20) - (0.20) -

Profit/(Loss) of the Associates

- - 19.07 18.758

Net Profit/(Loss) for the Year

(22.91) 105.163 (3.84) 123.921

Add: Balance brought forward

391.94 286.772 391.94 286.772

Add: Post Acquisition reserve and surplus of Associates

- - 215.96 197.832

Additions during the Year of Associates

- - 19.07 18.758

Appropriation:

- -

Transfer to General Reserves

- - - -

Total Reserve and Surplus

443.90 466.811 870.49 855.880

OPERATIONS

During the year under review, the Standalone Sales and Other Income of the Company decreased to Rs.133.60 lakhs as compared to Rs. 210.904 lakhs in the Previous Year and the Consolidated Sales and Other Income of the Company also decreased to Rs. 133.60 lakhs as compared to Rs. 210.904 lakhs in the Previous Year. The Company has earned a Loss of Rs. (22.91) lakhs as against Profit of Rs. 105.163 lakhs in the previous year on Standalone basis and on the Consolidated basis the Company has earned a Loss of Rs. (3.84) lakhs as against Profit of Rs. 123.921 lakhs in Previous Year. The Company will focus on Real Estate and allied businesses and will formulate its strategies accordingly. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its associates as per the applicable provisions of Companies Act, 2013 and Rules made there under, prepared in accordance with Indian Accounting Standard 28, issued by the Institute of Chartered Accountants of India, form part of the Annual Report.

Further, the Annual Accounts and related documents of the Associate Company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same.

RESERVES

During the year under review, the company has outstanding amount in the General reserve of the Company is Rs. 74.88 lakhs.

DIVIDEND

During the year, the Company has earned inadequate profit hence no dividend could be recommended.

EXTRACT OF ANNUAL RETURN:

Pursuant to, Section 92(3) of the Companies Act 2013, and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in prescribed Form mGT-9 is appended as ANNEXURE-I to the board report and copy of annual return will be placed on Companys website www.raghunathintlimited.in

BOARD AND COMMITTEE MEETINGS

During the year, Nine (09th) Board Meetings were duly convened and held by the Company.

The Board has constituted an Audit Committee as per the Provisions of Section 177(1) read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 consisting of Mr. Samar Bahadur Singh (DIN: 00033510), Mr. Gajanand Choudhary (DIN: 00012883), & Mr. Manish Singh(DIN: 08119345) Chairman. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

The Board has constituted a Nomination and Remuneration Committee as per the Provisions of Section 178(1) read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 consisting of Mr. Samar Bahadur Singh (DIN: 00033510) Chairman, Mrs. Aakanksha Yuvraj Dalmia(DIN: 03495330)& Mr. Manish Singh (DIN: 08119345).

The Board has constituted a Stakeholders Relationship Committee as per the Provisions of Section 178(5) read with Regulation 20 of SEBI consisting of Mr. Samar Bahadur Singh (DIN: 00033510) Chairman , Mr. Gajanand Choudhary (DIN: 00012883) , Mr. Manish Singh(DIN: 08119345), Mrs. Aakanksha Yuvraj Dalmia (DIN: 03495330).

Details of composition of the Board and its Committees and Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013 (the Act), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendments Rules, 2016. Effective April 1, 2016, the Company has adopted all the Ind AS standards and the adoption was carried out in accordance with applicable transition guidance.

The Directors confirms that:

(i) In the preparation of the annual accounts for the financial year ended on 31st March, 2023, the applicable Accounting Standards had been followed and no material departures have been made from the same.

(ii) The Directors had selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Director has prepared the annual accounts for the financial year ended on 31st March, 2023, on Going Concern basis.

(v) The proper internal Financial Controls were in place and that the financial controls were adequate and operating effectively.

(vi) The system to ensure compliance with the Provisions of all applicable laws was in place and was adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. G. N. Choudhary, Chairman and Whole-time Director (DIN: 00012883) of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Mr. Samar Bahadur Singh, Director and Chairman of the Nomination and Remuneration Committee and Stakeholders Relationship committee (DIN: 00033510) is appointed as Independent Non- Executive Director of the Company.

Mr. Manish Singh, Director and Chairman of Audit Committee (DIN: 08119345) is appointed as Independent NonExecutive Director of the Company.

Mrs. Parakh Lakhina, (ACS-52771) is a Company Secretary and Compliance Officer (Whole-time Key Managerial Personnel) w.e.f. 01st January, 2019.

Mrs. Aakanksha Yuvraj Dalmia (DIN: 03495330), aged 34 years, has been appointed as a Woman Director.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfilled the conditions of independence as specified in the Act and the Rules made there under and are independent of the management. The declaration was placed before the board for their review.

Policy on Directors, KMP & Other Employees:

The Company has adopted Governance Guidelines on Boards Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of Independent Director, Director Term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, and Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Policy for Nomination and Remuneration of Directors:

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, and financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to evaluate the Performance of the Board on a periodic basis, including each time a Directors appointment or re-appointment is required or not. The Committee is also responsible for reviewing and vetting the CVs of potential candidate vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Criteria for Determining Qualifications, Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Companies Act 2013 Act and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independence: In accordance with the above criteria, a Director will be considered as an Independent Director if he/ she meet with the criteria for Independent Director as laid down in the Companies Act 2013 Act and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill- domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Companies Act 2013, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the Code for Independent Directors as outlined in Schedule IV to the Companies Act 2013.

AUDITORS AND AUDITORS REPORT Statutory Auditors:

Pursuant to the provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, M/s Kumar Piyush & Co. (Firm Registration No. 005120N), Chartered Accountants, New Delhi, was Appointed as the Statutory Auditors of the Company to hold the office from the conclusion of Twenty eighth Annual General Meeting and, until the conclusion of Thirty Third (33rd) AGM, at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Statutory Auditors Report:

The Auditors Report contains a qualification.

a) Details of Audit Qualification:

As per Ind AS 109 "Financial Instruments" the investment in equity shares (other than Subsidiary, Associates and Joint Ventures) are recognized at fair value through Profit and Loss Account or Fair Value through Other Comprehensive income. However, the Company has recognized the Non-current investments in equity shares (other than subsidiary, associates and joint ventures) at cost as appearing in the Standalone Balance sheet as at March 31st, 2023 and March 31st, 2022 which constitutes a departure from the AS-109 "Financial Instruments.

Therefore, Impact of Financial on account of the difference between the fair value and the cost of "Non-current Investments"" Other Equity" and "Other Comprehensive Income" and "Deferred Tax" are not ascertainable."

b) Type of Audit Qualification: Departure from Ind AS 109 with respect to fair value.

c) Frequency of qualification: Appeared Third Time.

d) For Audit Qualification(s) where the Impact is quantified by the auditor, Management Views: No

e) For Audit Qualification (s) where the Impact is not quantified by the auditor:

(i) Managements estimation on the Impact of audit qualification: As per Management estimate, present cost of Financial Instruments represents the value close to fair market value. However, Company is in the process to get fair market valuation done in due course, being a very tedious and lengthy work due to delayed availability of input material/ Information/financial resources.

(ii) If management is unable to estimate the Impact, reasons for the same: As per Management estimate, present cost of Financial Instruments represent fair the value close to fair market value. However, Company is in the process to get fair market valuation done in due course, being a very tedious and lengthy work due to delayed availability of Input material/Information/financial resources.

(iii) Auditors Comments on (i) or (ii) above: A qualification is not possible at present, based on the Information and explanation provided by the management.

Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with Rule 6 of Companies (Cost Records and Audit) Rules, 2014 the Company is not required to appoint cost auditor for the Financial Year ended 2022-2023.

Cost Audit Report

Pursuant to Section 148(1) of Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014 Company is not required to prepare Cost Audit Report for the F.Y. 2022-2023

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Sushil Gupta & Associates, Company Secretaries, Kanpur to undertake the Secretarial Audit of the Company for the year ended 31st March, 2023.

Secretarial Auditors Report

The Secretarial Audit Report is annexed as ANNEXURE-III and Annual secretarial Compliance Report is annexed as ANNEXURE IIIA The Secretarial Audit Report for the financial year ended on 31st March, 2023 does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDIT & CONTROLS

The Company has appointed, Mr. Sandeep Kumar Saraogi, Chartered Accountant (ACA-411706), as an Internal Auditor of Company to ensure compliances and effectiveness of the Internal Control Systems in place, as per the decision taken during the financial year 2022-2023. During the year, the Company continued to implement his suggestions and recommendations to improve the control environment and his scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantee and Investment for the F.Y. 2022-2023, covered under the provisions of Section 186 of the Companies Act, 2013 are:

Particulars of Loan given for Corporate Needs:

S.No. Name of Party

Purpose Amount (Rs.)

- -

- -

Particulars of Guarantee given for Corporate Needs:

S.No. Name of Party

Purpose Amount (Rs.)

- -

- -

RELATED PARTY TRANSACTIONS

During the year, the Company has not entered into any contract/transaction with Related parties which could be considered material in accordance with Related party policy of the Company on materiality of related party transaction and the applicable Acts. Accordingly, there are no transactions that are required to be reported in Form AOC-2 and in accordance with Section 188 of the Companies Act, 2013 and regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as such does not form part of the report.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Companys website at the web link: http://www.raghunathintlimited.in/images/pdf/RPP.pdf

FAMILIARIZATION PROGRAM

Your Company, for many years now, has been familiarizing the Independent Directors on its Board with detailed presentations by its business functional heads on the Company operations, strategic business plans, new products and technologies, including significant aspects of the Industry and its future outlook. Details of familiarization programs extended to the Non-executive & Independent Directors during the year are also disclosed on the Company website at the following web link: http://www.raghunathintlimited.in/images/pdf/FP.pdf

MATERIAL CHANGES AND COMMITMENTS

No 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 like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014:

CONSERVATION OF ENERGY

The Companys operations involve low energy consumption. There are no major areas where any energy Conservation measure can be taken. However, efforts are being made to conserve and optimize the use of energy, wherever possible.

FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGY, RESEARCH AND DEVELOPMENT:

Technology Absorption:

The Company is in Trading and real estate Industry and therefore, specific technology absorption, adaptations and innovation will be taken care of/ implemented, wherever required.

Research & Development:

S. No. Particulars

Status

1. Specific areas in which Research and Development carried out by the Company.

NIL

2. Benefit derived as a result of the above Research and Development.

NIL

3. Future plan of action.

NIL

4. Expenditure on Research and development.

NIL

 

FOREIGN EXCHANGE EARNINGS & OUTGO:

(i) Total Foreign Exchange earned:

NIL

(ii) Total Foreign Exchange outgo:

NIL

RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in the report of Management Discussion and Analysis.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company, hereby Confirms that the Provisions of Section 135(1) of the Companies Act, 2013 is not applicable on our Company. However, the responsibility of the Company is to make a positive impact on the communities in which the company does business through its support of select programs, outreach efforts and initiatives that improve and enhance the quality of life.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and other Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DETAILS OF SUBSIDARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of the Companys subsidiary or subsidiaries, associate company or companies and joint venture or ventures, if any is given as Form AOC-1 as a part of Financial Statement.

DEPOSITS

During the Period under review, Our Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

There were no significant and material orders which were passed by the Regulator or Courts or Tribunals impacting the going concern status and Companys operations in future.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism and Whistle Blower Policy in terms of Section 177(9) of Companies Act, 2013 and Regulation 22 of sEbI (Listing Obligations and disclosure Requirements) Regulations, 2015 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. The Policy provides 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 on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company website at http://www.raghunathintlimited.in/wbp.asp PARTICULARS OF EMPLOYEES

The information require in Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in statement of particulars of employees is annexed as ANNEXURE - II A of the Annual Report.

The information require in Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is applicable annexed as ANNEXURE - II B of the Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any fund lying unpaid or unclaimed for a period of last seven years. Therefore, no funds are required to be transferred to Investor Education and Protection Fund (IEPF).

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

CORPORATE GOVERNANCE REPORT

Your Company has successfully implemented the mandatory provisions of Corporate Governance in accordance with the provisions of Regulation 27(2)(a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Separate Reports on Corporate Governance is included in the Annual Report and Certificate dated 27th August, 2023 of the Secretarial Auditors of your Company confirming the compliance of conditions of Corporate Governance is also annexed thereto.

MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and 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 made there under. The Policy aims to provide protection to employees at the workplace 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 also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

GENERAL

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

• There was no change in the nature of business of your Company as stipulated under sub-rule 5(ii) of Rule 8 of Companies (Accounts) Rules, 2014.

• Details relating to deposits covered under Chapter V of the Act since your Company has not accepted any deposits from the public falling under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

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

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

• No fraud has been reported by the Auditors to the Audit Committee or the Board. There is no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the FY 2022-23.

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

• Your Company has not issued Equity shares with differential rights as to dividend, voting or otherwise; and

• Your Company has not raised funds through preferential allotment or qualified institutions placement as per Regulation 32(7A) of the Listing Regulations.

INDUSTRIAL RELATIONS

During the year under review, your Company had cordial and harmonious relations at all levels of the Organization. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to BSE Limited where the Companys Shares are listed.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude, the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents. The Directors would also like to thank the employees, shareholders, customers and suppliers for their continuous support given by them to the Company and their confidence reposed in the Management.

For and on behalf of the Board

Date: 27th August, 2023 Place: Kanpur

Sd/-

(G. N. Choudhary) Whole-Time Director (DIN: 00012883)

Sd/-

(Samar Bahadur Singh) Director (DIN: 00033510)