Raj Rayon Inds. Director Discussions


To

The Members,

RAJ RAYON INDUSTRIES LIMITED

Your Directors have pleasure in presenting 30th Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended 31st March 2023.

1. FINANCIAL RESULTS

Particular

For the financial year 2022-23 For the financial year 202122
(Amount in Rs. Lakhs.) (Amount in Rs. Lakhs.)

Revenue from Operations

13,722.39 -

Other Income

44.40 5.54

Total Income

13,766.79 5.54

Less: Depreciation & Amortization Expenses

1,345.63 2,798.91

Less: Employee Benefits Expenses

200.07 5.59

Less: Finance Cost

129.68 0.32

Less: Other Expenses

2,419.11 236.48

Total Expenses

15,020.45 3041.30

Profit/ (Loss) before exceptional items and tax

(1,253.66) (3035.76)

Less: Exceptional Items

- 67113.12

Profit/ (Loss) before tax

(1,253.66) 64077.36

Tax Expenses

0 0

Tax adjustment for earlier years/ Deferred Tax

15.98 0

Profit/(Loss) after Tax

(1,237.68) 64077.36

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the financial year under review the Company has earned total revenue of Rs. 13,766.79 /- Lakhs as compared to the previous years revenue of Rs. 5.54/- Lakhs. The Company has incurred a net loss of Rs. 1,237.68/- Lakhs after considering exceptional items as compared to the previous years Net Profit of Rs. 64,077.36/- Lakhs. The exceptional items on account of gains recognised in accordance with the approved resolution plan in the year under review. Your Directors are continuously looking for avenues for future growth of the company.

DIVIDEND:

In absence of adequate amount of profits for the year ended 31st March, 2023 and past accumulated losses, your directors do not recommend payment of any dividend for the year ended 31st March, 2023.

SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was change in the paid up share capital of the Company in continuation to terms/implementation of the Resolution Plan submitted by SVG FASHIONS PRIVATE LIMITED approved by the Honble National Company Law Tribunal, Ahmedabad Bench ("NCLT") vide its Order dated 05th October, 2021, received on 7th October 2021 ("said Order") as follows:

1) Allotted of 1,00,000 Compulsory Convertible Preference Shares Class- A (CCPS - A) of Rs. 100/- each to financial creditors on 5th May, 2022;

2) Allotted 54,90,00,000 (Fifty Four Crores Ninety Lakhs) equity shares having a face value of Re. 1/- (Rupee One) (Face value per share) aggregating to Rs. 54,90,00,000 (Fifty Four Crores Ninety Lakhs) on a preferential allotment basis to the entities defined by M/s SVG Fashions Private Limited ("Resolution AppNcant"/"New Promoter") on 10th June, 2022;

3) Allotted 25,00,000 Compulsory Convertible Preference Shares (CCPS) Class- B to M/s SVG Fashions Private Limited ("Resolution Applicant"/"New Promoter") of Rs. 100/- each on 10th June, 2022;

4) Further based on terms of CCPS- A the Board has converted CCPS- A into Equity Shares and allotted 4800000 equity shares to the financial creditors on 23rd December, 2022.

After considering aforesaid changes as on 31st March, 2023, the paid up share capital of the Company was Rs. 80,60,82,495/- divided into 556,082,495 equity shares of Re. 1/- each and 2,500,000 Compulsory Convertible Preference Shares (CCPS) Class- B of Rs. 100/- each.

CHANGES POST FINANCIAL YEAR

Based on market capitalization list issued by NSE India Limited for 31st March, 2023 the Company was categorised under "TOP 1000 Companies" basis that as per LODR company needs to comply with the additional compliance Which is applicable w.e.f. 1st April, 2023, status of those compliances are as follows:

SR. NO. COMPLIANCE STATUS OF COMPLIANCE
1 Risk Management Committee The Company has formed Risk management Committee in Board Meeting held on 27th May, 2023
2 Woman Independent Director Appointed Ms. Supriya Mahesh Pujari (DIN. 07661070) as Woman Independent Additional Director on the Board of the Company w.e.f. 27th May, 2023 on recommendation of Nomination and Remuneration Committee of the Company for a first term of five consecutive years, subject to the approval of members, which is to be taken under postal ballot process.
3 To undertake Directors and Officers insurance (‘D and O insurance) for all their independent directors of the Company. The Company is in process of taking insurance for all their independent directors of the Company.
4 To adopt policies: a) Dividend Distribution Policy b) Risk management policy The board members have adopted both policies as on date of this report in their meeting held 27th May, 2023.
5 Report of Business Responsibility and Sustainability reporting with Annual Report. The Company has prepared the report and attached as part of Annual Report.

DEPOSITS:

During the financial year under consideration, your Company has not accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

INTERNAL CONTROL SYSTEM AND ADEQUACY:

The Board has adopted the policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of financial disclosures.

The Companys Internal Audit department evaluates the efficiency and adequacy of internal control system and gives its report and recommendations to the Chairman of Audit Committee and based on Internal Audit Report the corrective actions are taken.

THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on this report date the Board at present consists of 7 Directors. The Board of Directors is duly constituted. The details of present directors appointed is as below:

Name of Director

Designation

Date of Appointment

Rajkumar Satyanarayan Agarwal

Managing Director

19/10/2021

Sapna Rajkumar Agarwal

Non- Independent Director-Non executive

19/10/2021

Sandiip Satyanarayan Agarwwal

Whole Time Director/Executive and CFO

CFO on 19/10/2021 and WTD w.e.f.07/02/2022

Ramesh Chandra Agarwal

Independent Director

19/10/2021

Vinodkumar Bajranglal Dalmia

Independent Director

19/10/2021

Kailashnath Jeevan Koppikar

Independent Director

07/02/2022

Supriya Mahesh Pujari

Woman/ Independent Director

27/05/2022

During the financial year, Seven Board Meetings held. The dates of Board Meetings along with attendance of each Director are given below:

Sr. No

Date of Board Meeting

Name of new Board members and KMP and Attendance details

Rajkumar Satyanarayan Agarwal

Sapna Rajkumar Agarwal

Sandiip Satyanarayan Agarwwal

Ramesh Chandra Agarwal.

Vinod kumar Bajranglal Dalmia

Kailashn ath Jeevan Koppikar

1.

05/05/2022

Present

Present

Present

Present

Present

Present

2.

30/05/2022

Present

Present

Present

Present

Present

Present

3.

10/06/2022

Present

Present

Present

Present

Present

Present

4.

12/08/2022

Present

Present

Present

Present

Present

Present

5.

14/11/2022

Present

Present

Present

Present

Present

Present

6.

23/12/2022

Present

Present

Present

Present

Leave of Absence

Present

7.

14/02/2023

Present

Present

Present

Present

Present

Present

Details of all the Committee along with their composition and meetings held during the year under review are given in the Corporate Governance Report. The intervening gap between the companies was within the period prescribed under the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Separate meetings of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 14thFebruary, 2023.

COMMITTEES OF THE BOARD:

In accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted three committees of the Board, namely:

1. Audit Committee

2. Stakeholders Relationship Committee, and

3. Nomination and Remuneration Committee

4. Risk Management Committee (formed post financial year)

Details of all the Committees along with their charters, composition and meetings held during the financial year under review are provided in the Report on Corporate Governance, forming part of this Annual Report.

RISK MANAGEMENT AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out from time to time to identify, evaluate, manage and monitoring of both business and non-business risks. The Board is in process of adopting a practice for periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Risk Management Committee comprised of Mr. Sandiip Satyanarayan Agarwwal, WTD and CFO, Mr. Vinodkumar Bajranglal Dalmia and Mr. Kailashnath Jeevan Koppikar, Independent Directors as its members. Mr. Sandiip Satyanarayan Agarwwal is Chairman of Risk Management Committee of the Committee. The Committee assists the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Committee reviews the risk management practices and actions deployed by the Management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks while at the same time trying to achieve its business objectives.

This Committees responsibilities include, achieving the objective of developing a risk mitigated culture that supports decision making and helps improving the Companys performance as stated in the Risk Management Policy of the Company. The role and terms of reference of the Risk Management Committee are in conformity with the requirements of the Act and Regulation 21 of the SEBI Listing Regulations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Sapna Rajkumar Agarwal (DIN: 00437469), Woman Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board recommends her reappointment.

b. Appointment of Directors and KMP: There was no appointment/change of Director and KMP during the year under review.

The Board members on recommendation of Nomination and Remuneration Committee of the Company appointed Mrs. Supriya M. Pujari (DIN-07661070) as Woman Independent Additional Director on the Board of the Company w.e.f. 27th May, 2023 for a first term of five consecutive years, subject to the approval of members which is to be taken through postal ballot process.

c. Cession: There was no cessation of Director and KMP during the year under review.

Brief resume of the director proposed to be appointed / re-appointed or to whose remuneration is to be approved as stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings is given in the Notice convening the 30th Annual General Meeting of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

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

(b) 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;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 and all other applicable provisions, if any of the Companies Act, 2013, and the rules framed thereunder, as amended from time to time, M/s. MKPS & Associates, Chartered Accountants (Firm Registration No. 302014E) was appointed as a statutory Auditor for the period of 5 years at the 28th Annual General Meeting held on 30th September, 2021 i.e. until the conclusion of the FY 2025-2026 of the Company.

However, due to the volume of transactions increasing M/s. MKPS & Associates, Auditor finding it challenging to maintain quality of services and hence submitted their resignation and relived themselves from the responsibility of Statutory Auditor from closure of Business hours w.e.f 12.08.2022.

On recommendation of Audit Committee, the Board had appointed M/s. Bagaria & Co. LLP Chartered Accountants (Firm Registration No - 113447W/W-100019) as Statutory Auditors of the Company w.e.f 13.08.2022, pursuant to the provisions of Section 139(8) of the Companies Act, 2013 on account of casual Vacancy to hold office upto the conclusion of ensuing Annual General Meeting of the Company.

Further, the members of the Company in their 29th Annual General Meeting of the Company approved the appointment of M/s. Bagaria & Co. LLP Chartered Accountants (Firm Registration No - 113447W/W- 100019) to hold office till the conclusion of 30th Annual General Meeting of the Company for the FY 2223.

Now the Board members on recommendation of Audit Committee in their meeting held on 27th May, 2023 recommends re-appointed M/s. Bagaria & Co. LLP Chartered Accountants (Firm Registration No - 113447W/W-100019) as Statutory Auditors of the Company (for a remaining period of his first term of five years) from the conclusion of ensuing 30th Annual General Meeting of the Company upto the conclusion of 34th Annual General Meeting of the Company till the FY 26-27 i.e. for period of four years of their first term of appointment.

M/s. Bagaria & Co. LLP Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

AUDITORS REPORT:

The Statutory Auditors of the Company has issued the Auditors Report for the Financial Year ended on March 31, 2023 with modified opinion stating that they cannot audit and comment on the impact, if any, on the financial statement arising out of subsequent availability of any pending bank statements of four inoperative bank accounts which are continuing in the name of the Company from prior to the Corporate Insolvency Resolution Process when the current management was not in charge of the affairs of the Company was not available for verification for which management stated that the company is in process to obtain details in the matter.

The Auditors Report does not contain any other qualification, reservation or adverse remark except as detailed herein above.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

SECRETARIAL AUDIT:

The provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Riddhi Shah a Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report (MR-3) is annexed herewith as Annexure -A.

With respect to observations made by the Secretarial Auditors in their report, we would like to state as follows:

Sr. No. Observations Explanation of Board of Directors
1. There was delay in filing of compliance under Reg. 23(9) of the SEBI (LODR), 2015 with respect to disclosure of Related party transactions for half year ended 31st March, 2022 with NSE and BSE and also paid fines levied on the Company under Standard Operating Procedure (SO P)for suspension and revocation of trading of spe cified securities of listed entities with both exchanges BSE and NSE. The management was not aware about the filing of NIL return under Reg.23(9) SEBI (LODR), 2015 for RPT, post that the Company has filed disclosure for NIL RPT and has paid fines and rectified the mistake and thereafter filed compliance on time under said regulation in next half year ended September 30, 2022.
2. With respect to compliance under Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company was maintaining Structured Digital in excel format, password protected and with backup and single point of access for the financial year under review and has acquired SDD software and implemented w.e.f. 01/04/2023. The Company was under IBC, since than due to transitional period by new Board of the Company, now the company has acquired SDD software and implemented w.e.f. 01/04/2023 as per compliance to reach on path of achieving of compliance with integrity/transparency.

Your Company always endeavour to comply with all the applicable rules and regulations.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of working of committees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteria given to them by the board from time to time as well as per their terms of appointment. Independent Directors, being evaluated by entire board except of Director being evaluated ,on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV of the Companies Act, 2013. Chairman and other Non-Independent Directors were being evaluated by Independent Directors, who also reviewed the performance of secretarial department. Performance evaluation of the Committees and that of its members in effectively discharging their duties, were also being carried out by board.

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDAR):

Management Discussion and Analysis Report (MDAR) for the year under review, which also deals with the opportunities, challenges and the future outlook for the Company, as stipulated under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Agreement with the Stock Exchange of India, is presented in a separate section forming part of the Annual Report.

CORPORATE DEBT RESTRUCTURING (CDR)

The detailed key features of the CDR Proposal are given in under Notes forming part of Notes to Accounts given in this Annual Report.

Based on the NCLT order and pursuant to Resolution Plan (Plan) approved by National Company Law Tribunal Ahmedabad Bench vide order dated 05th October, 2021, received on 7th October 2021, the following actions were taken during the financial year 2022-23:

1. Allotted of 1,00,000 Compulsory Convertible Preference Shares Class- A (CCPS - A) of Rs. 100/- each to financial creditors on 30th May, 2022.

2. Allotted 54,90,00,000 (Fifty Four Crores Ninety Lakhs) equity shares having a face value of Re. 1/- (Rupee One) (Face value per share) aggregating to Rs. 54,90,00,000 (Fifty Four Crores Ninety Lakhs) on a preferential allotment basis to the entities defined by M/s SVG Fashions Private Limited ("Resolution AppNcant"/"New Promoter") on 10th June, 2022.

3. Allotted 25,00,000 Compulsory Convertible Preference Shares (CCPS) Class- B to M/s SVG Fashions Private Limited ("Resolution Applicant"/"New Promoter") of Rs. 100/- each. Details as per Annexure -II on 10th June, 2022.

4. Further based on terms of CCPS- A the Board has converted CCPS- A into Equity Shares and allotted 4800000 equity shares to the financial creditors on 23rd December, 2022.

We further state that the implementation of approved Resolution Plan is in process as per the NCLT Order as on date of this report and the Company will update about the further progress on said plan to the members as per statutory requirements.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company does not have any subsidiary, joint venture or associate Company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by SEBI. The report on Corporate Governance as prescribed in Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance along with a declaration signed by the Chairman and Managing Director stating that Members of the Board and Senior Management Personnel have affirmed the compliance vide Code of Conduct of the Board and Senior Management is attached to the report on Corporate Governance.

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

COST AUDITOR:

As per the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company on recommendation of Audit committee of the Company has re-appointed M/s. C SAHOO & CO., Proprietor Mr. Chandra Mani Sahoo Mem. No.: 18011 Practicing Cost Accountant Firm Registration No. (100665) as the Cost Auditor to conduct the Cost Audit for the financial year 2023-24 at a remuneration of Rs. 1,00,000/- (Rupees One Lakh Only) plus out of cost expenses and tax as applicable. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditor for financial year 2023-24 is provided in the Notice of the ensuing 30th Annual General Meeting.

COST RECORDS:

The Company maintained the cost accounts and records; however, the filing of the Cost Audit report with authority was not applicable for the FY 22-23.

INTERNAL AUDITOR:

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 the Company has appointed M/s N.R Tibrewala & Co. LLP, Chartered Accountants Firm Registration No. (W100608) as the Internal Auditor of the Company from the financial year 2021-2022 until such time the Audit Committee/Board otherwise decide to revoke their appointment. Internal Auditor submits their reports to the Audit Committee on quarterly basis.

Based on the report of internal auditor, management undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

EXTRACT OF THE ANNUAL RETURN

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Return as on 31st March, 2023 will be placed on the website of the Company and can be accessed on companies web site at www.rairavon.com

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

A) Conservation of energy:

• We have Installed Air Preheater in the Exhaust of the Heaters which Reduces the Power Load to Heat the Air for Combustion of the Fuel in the Heaters & reduce the Flue Gas Temperature too.

• We Have Installed Air Coolers for the Condensation of the Vapours of the Process Column which Ultimately reduces the Water Purification Cum Power cost to Treat it from Bore well to the Condition where it can be Made Useable for the Process, also the Natural Cooling Reduces the Power Load of the Fans too of the Cooling Towers .

• We have been using the IE3 Motors for More Energy Savings.

• We have Designed the Continuous Polymerisation Plant Building is Such a way that the required Ventilation of Air is achieved without use of Exhaust Fans to remove the heat of the Building. This results in reduced capes and regular energy costs.

• All the old Electrical panels, Cables, transformers have been replaced by new latest technology equipment which will be more efficient and reduce monthly energy bills.

• New Variable frequency drives have been installed to ensure high efficiency and optimum use of energy.

• All new lights that are being installed are low power consuming LED type fittings.

• Elimination of Tedious process for movement of main raw materials;

The main raw material for the plant will be PTA which was previously coming in bags due to various reasons. We will bring PTA in tankers to our plant which will save the cost of transportation, cost of bags, handling costs and also electrical energy consumed during transportation to the height via electrical hoists. This will also save costs incurred due to pilferage during transportation of bags.

It was observed during regular cost audit exercise, that due to the temperature difference during day & night, It is possible to stop 50% electrical fans of all coolers in the night. This translates in considerable energy saving during the night.

Similarly regular energy savings are achieved by optimizing the plant process parameters & process activity due to reduced loads on all the cooling towers & chillers.

The company has also increased the use of electricity free turbo vent in place of electrical operated exhaust fan resulting in 100% savings.

B) Technology absorption

The company has purchased new H.T. Power capacitor banks which will increase the power factor to nearly 1 and reduce energy costs.

Melt Transfer Line:

We have already installed a direct melt transfer line to the POY plant which will bypass the process of making chips and save the energy consumed for cooling the polymer and cutting into chips, packing and transporting to POY area and re-heating and extruding at the PoY stage. This will be in addition to the assured uninterrupted supply to the POY lines for better production efficiency.

Installing new POY plant

We are in the process of installing new POY production lines with better quality, higher efficiency and lower energy consumption and material wastage.

(C) Foreign exchange earnings and Outgo:

The details of net Gain on foreign currency transactions given under note no. 25 of notes on Financial Statements for the year ended 31st March, 2023

Foreign exchange Outgo during the year under review is as follows:

Particulars

Financial Year 01.04.22 to 31.03.23 INR in Lakhs Financial Year 01.04.21 to 31.03.22 INR in Lakhs

Import of Goods Calculated on CIF Basis:

6,048.52

(i) Raw Material

1,972.79

(ii) Component and Spare Parts

(iii) Capital Goods

4,075.73

Total Expenditure in Foreign Exchange

6,048.52

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Provisions with respect to Corporate Social Responsibility (CSR) as per provisions of Section 135 of Companies Act, 2013 read with rules framed thereunder was not applicable to the Company in the financial year under review.

However, your Company is enthusiastic to serve the society at large, which it will do in the coming years. LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited & NSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria for Independence as laid down in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016.

COMPANYS POLICY ON NOMINATION, APPOINTMENT, REMUNERATION AND EVALUATION:

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2023, the Board consists of six board members including CFO and three are independent directors. The Company has framed and adopted a Nomination and Remuneration Policy for appointment, remuneration and evaluation of Directors from time to time.

VIGIL MECHANISM:

Pursuant to the requirement of the Companies Act 2013 and provisions of Listing Agreement applicable to the Company, your Company has adopted Vigil mechanism (Whistle Blower Policy) for complying with the Companys Code of Conduct and Ethics, and particularly to assuring that business is conducted with integrity and that the Companys financial information is accurate. The reportable matters may be disclosed by the employees to the Management / Managing Director / Chairman of the Audit Committee. No complaint was received during the Financial Year 2022-23.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186:

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

RELATED PARTY TRANSACTIONS:

All the related party transactions which were entered by the Company during the financial year were done on arms length basis and were in the ordinary course of business of the Company. Also there are no materially significant related party transactions made by the company with Directors, Key Managerial Personnel, Promoter or any other designated persons which may conflict with the interest of the Company at large.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Companys website at: https://www.rajrayon.com/Pdf/Policy%20_Related%20party%20transcation.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Board of directors have agreed to forego any remuneration since the plan is still under implementation. Pursuant to that disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not provided in the Annual Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are required to be provided in the Annual Report. However there were no employees who were in receipt of remuneration for which details need to be disclosed.

UNCLAIMED DIVIDEND:

Your Company would like to bring to the notice of the shareholders that the unpaid dividend which needs to be transferred to Investor Education & Protection Fund as per Section 125 of the Companies Act, 2013 was not done as there was no records available relating to the shareholders whose dividend are unpaid and hence the balance is lying in the Banks unpaid dividend Account.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) The Company has not issued any bonus shares, sweat equity shares, shares with differential voting rights and equity shares on rights basis during the year under review.

b) The Company does not accept any deposit from its public.

c) It is not proposed to transfer any amount to reserves.

d) There was no change in the nature of business during the year under review.

e) The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197 (14) is not required.

f) The Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

g) The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

h) The Company has not issued any warrants, debentures, bonds or any non-convertible securities during the year under review.

i) The financial statements of the Company were not revised.

j) The Company has not failed to implement any corporate action.

k) The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

l) As there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013, no Voting rights were directly exercised by the employees of the Company.

m) Except the implementation of the CIRP Process as per the Approved Resolution Plan as explained earlier has been implemented and completed during the financial year:

a. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

b. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Annual Report.

c. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

d. There was no instance of one-time settlement with any Bank or Financial Institution.

e. The Company was not required to carry out valuation of its assets.

ACKNOWLEDGEMENTS:

Your Directors would like to express their grateful appreciation for assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, Staff members and Workers of the Company.

For and on behalf of the Board of the Directors
RAJKUMAR SATYANARAYAN AGARWAL SANDIIP SATYANARAYAN
AGARWWAL
Managing Director Whole Time Director and CFO
00395370 00395348

Place: Silvassa

Date: 27/05/2023