rama steel tubes ltd Directors report

Dear Members,

Your Board of Directors are pleased to present the 49th Report of the Board of Directors of Rama Steel Tubes Limited (the "Company" or "RAMA"). The Company has grown rapidly this year. The summary of Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2023 as given below are the witness of your companys remarkable growth and performance.

1. FINANCIAL RESULTS

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	100986.57	51731.75	133675.42	76816.78
Other Income	399.11	428.56	680.21	920.53
Total Revenue	101385.68	52160.31	134355.63	77737.31
EBIDTA	3686.69	2618.87	5823.74	5175.88
Finance Costs	1129.56	787.31	2020.95	1,089.18
Depreciation and Amortisation Expenses	308.47	314.10	472.92	427.43
Share of profits from Associates and JVs	-	(64.68)	166.36	(64.68)
Net Profit before Tax	2248.66	1452.78	3496.23	3594.60
Tax Expenses	603.22	400.95	752.57	863.08
Net Profit after Tax	1645.44	1051.83	2743.66	2731.52
Other Comprehensive Income	7.42	(2.41)	147.84	23.76
Total Comprehensive Income	1652.86	1049.43	2891.50	2755.28
Earning per equity share (Face Value of Rs1 each)
Basic	0.71	6.25	1.22	16.41
Diluted	0.68	6.25	1.16	16.41

Note: Earning Per Share has been flactuated due to allotment of Equity Shares in various tranches, during the year under review.

2. COMPANYS PERFORMANCE

The business performance of the company during the Financial Year 2022-23 was very strong, exhibited stellar performance amidst a dampening environment globally. The Company was able to perform through its operational excellence, better price realization, higher efficiency, effective cost management practices and well executed strategies.

Standalone

During the FY 2022-23, your company achieved Standalone Revenue from operations of Rs1,00,986.57/-Lakhs compared to Rs51,731.75/- Lakhs in FY 2021-22, registering a growth of 95% over the last year.

Standalone profit before tax (PBT) in FY 2022-23 was Rs2,248.66/-Lakhs compared to Rs1,452.78/- Lakhs in last FY 2021-22.

Standalone profit after tax (PAT) in FY 2022-23 was Rs1,645.44/- Lakhs compared to Rs1,051.83/- Lakhs in last FY 2021-22.

Consolidated

During the FY 2022-23, your company achieved Consolidated Revenue from operations of Rs1,33,675.42/- Lakhs compared to Rs76,816.78/- Lakhs in FY 2021-22, registering a growth of 74% over the last year.

Consolidated profit before tax (PBT) in FY 2022-23 was Rs3,496.23/- Lakhs compared to Rs3,594.60/- Lakhs in last FY 2021-22.

Consolidated profit after tax (PAT) in FY 2022-23 was Rs2,743.66/- Lakhs compared to Rs2,731.52/- Lakhs in last FY 2021-22.

3. DIVIDEND

The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the Financial

Year under report to retain the profits, in order to meet the requirements of future growth.

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR

Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://ramasteel.com/assets/pdf/ annual/142/Dividend%20Distribution%20Policy.pdf

4. TRANSFER TO RESERVE

The Board of Directors do not propose/recommended to transfer any sum to the General Reserve pertaining to Financial Year 2022-23.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year 2022-23 under review, there was no change in the nature of business of the company.

6. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards (Ind AS). Accordingly, the standalone financial statements of the Company and the consolidated financial statements of the Company with its subsidiary for the financial year ended March 31, 2023, have been prepared in accordance with Ind AS as prescribed under section 133 of the Companies Act, 2013 (the "Act"), read with the relevant rules made there under and other accounting principles generally accepted in India.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES

The Company has two Direct subsidiaries named as Lepakshi Tubes Private Limited (Indian Wholly Owned Subsidiary) and RST International Trading FZE (U.A.E) (Foreign Wholly Owned Subsidiary), one Indirect subsidiary i.e. RST Industries Limited (Nigeria) (Step-down Subsidiary) and one JV i.e. Pir Panchal Construction Pvt. Ltd. Joint Venture (AOP) as on March 31, 2023. The Company has also acquired 51% stake in Ashoka Infrasteel (Partnership Firm) and 50% stake in Hagar Mega Mart Private Limited during the Financial Year 2022-23. Pursuant to Section 129 of the Companies Act, 2013 a statement in prescribed Form AOC-1, relating to subsidiaries and joint venture for the year ended on March 31, 2023 has been attached with the consolidated financial statements of the Company for the financial year ended March 31, 2023. In accordance with provisions of Section 136 of the Companies Act, 2013 the standalone and consolidated financial statements of the company, along with relevant document and separate audited accounts in respect of the subsidiaries, are available on the website of the company. The company will provide the annual accounts of the subsidiaries and related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

The policy for determining material subsidiaries as approved may be accessed on the Companys h t t p s : / / r a m a s t e e l . c o m / a s s e t s / p d f / a n n u a l / 1 4 6 / PolicyfordeterminingMaterialSubsidiaries_n.pdf

Lepakshi Tubes Private Limited is a wholly owned subsidiary of Rama Steel Tubes Limited. However, during the period there was no material subsidiary of the Company, In accordance with the provision of SEBI LODR Regulations.

As mentioned in the previous Annual Report, the Board of Directors of the Company at its meeting held on February 14, 2022 subject to requisite approvals/consents, approved the Scheme of Merger by absorption of Lepakshi Tubes Private Limited, a wholly owned subsidiary of the Company with the Company and their respective shareholders ("Scheme") under the provisions of sections 230 and 232 of the Companies Act, 2013 and proposed to consolidate the operations /business by amalgamation of Lepakshi Tubes Private Limited with Rama Steel Tubes Limited.

During the year, Honble National Company Law Tribunal, Bench at New Delhi passed an order dated 30th May, 2022 and 26th September, 2022 for calling Meeting of Shareholders, Secured Creditors and Unsecured Creditors of the Company and appointed Mr. Puneet Sachdev, having IBBI Registration Number IBBI/IPA-001/IP-PO1124/2018-29/11821, Insolvency Professional as a Chairman of the Meeting and Mr. Mohinder Kumar Gaind, having IBBI Registration Number IBBI/IPA-003/IP-N000158/2018-19/11842 appointed as scrutinizer by the Honble Tribunal.

The meeting of Equity shareholder, Secured and Unsecured Creditors were held on 15th November, 2022 pursuant to the order of the tribunal and the scheme as laid before the meetings be approved and adopted.

Further, the Company filed second motion application in respect of amalgamation aforesaid.

8. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

9. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there was no proceeding initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

10. PUBLIC DEPOSITS

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. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

11. CORPORATE GOVERNANCE REPORT

The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility, accountability and sustainability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

In compliance with the provisions of the SEBI LODR Regulations a separate report on Corporate Governance along with a certificate from M/s Arun Kumar Gupta & Associates, Company Secretaries, on its compliance, forms an integral part of this report as Annexure-I.

12. CREDIT RATING

The Company has obtained the latest credit rating as on January 03, 2023 from ICRA Limited (ICRA), and the details of the credit rating are as follows:

Long Term Rating	[ICRA]BBB-(Stable) (pronounced ICRA triple B minus)
Short Term Rating	[ICRA]A3 (pronounced ICRA A three)
Name of Credit Rating Agency	ICRA Limited

13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Your Directors draw attention of the members to Note 47 to the Standalone Financial Statement which sets out related party disclosures. The particulars of contracts and arrangements entered into by the company with related parties referred to in Section 188 in Form AOC-2 is attached herewith as Annexure-II.

The policy on Related Party Transactions as approved by the Board may be accessed on the Companys website at the https://ramasteel.com/assets/pdf/annual/94/RELATED%20 PARTY%20TRANSACTION%20POLICY.pdf

14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In recent years, the importance of addressing climate change, promoting inclusive growth, and transitioning to a sustainable economy has gained significant global attention. Investors and stakeholders now expect companies to be responsible and sustainable in their practices, placing equal importance on reporting their performance on sustainability-related factors alongside financial and operational performance.

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Companys performance on Environment, Social and Governance (ESG) parameters for Financial Year 2023, is provided in a separate section and forms part of the Annual Report as Annexure-III.

BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business.

15. CORPORATE SOCIAL RESPONSIBILITY

We at RAMA aim to create economic value and to actively contribute toward the development of a sustainable society by taking up projects for the common good through responsible business practices and good governance. In line with the requirement of Section 135 of the Companies Act, 2013, the Company having a Corporate Social Responsibility Committee. The details of Committee and the terms of reference are provided in corporate governance report. The CSR Policy of the Company is available on its website at the https://ramasteel.com/assets/pdf/Corporate%20 Social%20Responsibility%20(CSR)%20Policy.pdf

During the year the Company has spent Rs27,43,335/- (Rupees Twenty Seven Lakh Forty Three Thousand Three Hundred Thirty Five) on CSR activities for the Financial Year 2022-23 as annexed herewith Annexure- IV to this Report.

Rs26,00,000/- (Rupees Twenty Six Lakhs) has been paid to Haridham Sanatan Sewa Trust for Eradicating Hunger and Feeding for poor people and Rs1,43,335/- (Rupees One Lakh Forty Three Thousand Three Hundred Thirty Five) has been paid to Konfyans Charitable Public Trust for purpose of Education & Care for under-privileged children.

16. DIRECTORS RESPONSIBILTY STATEMENT

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

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards had been followed and there has been no material departure;

b) that the selected accounting policies were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for the year ended on that date;

c) the directors had 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;

d) that the Company had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls which are followed by the Company and such internal financial control are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and were operating effectively.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the

Companies Act, 2013 and the Articles of Association of the Company, Mr. Richi Bansal (DIN: 00119206), Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

As on March 31, 2023, the Board is comprised Mr. Naresh Kumar Bansal, Managing Director, Mr. Richi Bansal, Director, Mr. Vinod Pal Singh Rawat, Director, Mr. Bharat Bhushan Sahny, Independent Director, Mr. Jai Prakash Gupta, Independent Director, and Ms. Anju Gupta, Independent Director of the Company.

During the year under review, Mr. Kapil Datta, Company Secretary of the Company has tendered his resignation from the post of Company Secretary and Compliance Officer w.e.f August 20, 2022 and Mr. Arpit Suri was appointed as Company Secretary and Compliance Officer of the Company w.e.f, August 22, 2022.

Further, as on March 31, 2023 Mr. Rajeev Kohli, Chief Executive Officer, Mr. Rajeev Kumar Agarwal, Chief Financial Officer and Mr. Arpit Suri, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, the changes in Board of Directors/ Key Managerial Personnel are mentioned in the Corporate Governance Report in detail.

Further, during the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, reimbursement of expenses, if any.

18. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations and there has been no change in the circumstances which may affect their status as an independent director during the year.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, there is no change in Independent Directors of the Company.

19. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Companies Act, 2013 and Corporate Governance requirements as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of Nomination and Remuneration Committee and the Board. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position, including expert knowledge expected are communicated to the appointee.

The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2023, the Board consist of 6 members, three of whom are Executive and three are Non-Executive Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

a. Transfer of unclaimed dividend to IEPF

No amount were transferred from the Unclaimed Divided Account, to the Investor Education and Protection Fund (IEPF) established by the Central Government during the Financial Year 2022-23.

b. Transfer of shares to IEPF

In accordance with Section 124 of the Companies Act, 2013 no equity shares, has been transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the Financial Year 2022-23.

22. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A formal familiarization programme was conducted about the amendments in the Companies Act, 2013, Rules prescribed thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company including BRSR, Best Practices in Industry, External Ratings and Disclosures, Stakeholder Engagement and Materiality, Risks and Opportunities etc. with the Board of Directors.

The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, etc., through various programmes. These include orientation programme upon induction of new Director, as well as other initiatives to update the Directors on an ongoing basis.

23. ISSUE OF WARRANTS

During the year the Company has issued the warrants and the details of the same are as follows:

Particulars	Warrants 1	Warrants 2
Date of Issue	June 10, 2022	October 12, 2022
No. of Warrants Issued	1,55,80,000	16,25,000
	(After sub-division)
Whether the issue of warrants was by way of preferential allotment, private placement, public issue	Preferential Allotment	Preferential Allotment
Issue Price	Rs76.40	Rs112.50
	After (Sub-Division)
Maturity Date	Within 18 months from date of Issue	the Within 18 months from the date of Issue
Amount raised, specifically stating as to whether twenty five percent of the consideration has been collected upfront from the holders of the warrants;	The Company has collected the upfront 25% from warrants holders	The Company has collected the the upfront 25% from the warrants holders
Terms and conditions of warrants including conversion terms	Convertible within 18 month in the ratio of 1:1	Convertible within 18 month in the ratio of 1:1

24. CHANGES IN SHARE CAPITAL

As at March 31, 2023 the Authorised Share Capital of the Company is Rs55,00,00,000/- (Rupees Fifty-Five Crore Only) consisting of 55,00,00,000 (Fifty-Five Crore only) Equity Shares of Rs1/-(Rupees One) each and Issued and Paid-Up Share Capital is Rs46,58,22,825/- (Forty-Six Crore Fifty-Eight Lakh Twenty-Two Thousand Eight Hundred Twenty-Five) consisting of 46,58,22,825 (Forty-Six Crore Fifty-Eight Lakh Twenty-Two Thousand Eight Hundred Twenty-Five) Equity shares of Face Value of Rs1/- each.

The Changes made in Share Capital of the Company during the year under are as follows:

AUTHORISED SHARE CAPITAL

Date of Events	Subject matter which effect the Authorised Share Capital of the Company
20.05.2022	Reclassification of the existing Authorized Share Capital of the Company of Rs11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs Only) comprising of 1,80,00,000 Equity Shares of Rs5/- (Rupee Five) each and 25,00,000 (Twenty Five Lakh) 5% Non- Cumulative Redeemable Preference Shares of Rs10/- each (Rupees Ten) was reclassified to Rs11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs Only) comprising of 2,30,00,000 Equity Shares of Rs5/- (Rupee Five) each and consequently the existing Clause 5 of the Memorandum of Association of the Company was amended.
25.08.2022	The Company has made sub-division of Equity Shares of the Company from Face Value of Rs5/- each to Rs1/- each and the Shareholders approval was accorded through postal ballot on August 8, 2022. The Authorized Share Capital of the Company after sub-division become Rs11,50,00,000 (Rupees Eleven Crore Fifty Lakhs Only) consisting of 11,50,00,000 (Eleven Crore Fifty Lakhs Only) Equity Shares of Rs1/- each and the paid up capital after sub-division become Rs8,39,70,000 (Eight Crore Thirty-Nine Lakhs Seventy Thousand Only) consisting of 8,39,70,000 (Eight Crore Thirty-Nine Lakhs Seventy Thousand) Equity Shares of Rs1/- each pursuant to sub-division.
23.12.2022	The Company has increased its Authorised Share Capital from Rs11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs Only) consisting of 11,50,00,000 (Eleven Crore Fifty Lakhs Only) Equity Shares of Rs1/-(Rupees One) each to Rs55,00,00,000/- (Rupees Fifty Five Crore Only) consisting of 55,00,00,000 (Fifty Five Crore only) Equity Shares of Rs1/-(Rupees One ) each.

During the year under review, the company has amended the Memorandum of Association of the company as mentioned above vide approval of shareholders through postal ballots.

ISSUED & PAID-UP SHARE CAPITAL

Date of Events	Subject matter which effect the Issued and Paid-Up Share
31.08.2022	Allotment of 40,96,165 Equity Shares on preferential basis other than cash consideration at a price of Rs78/- each (including premium)
23.09.2022	Allotment of 31,65,000 Equity Shares pursuant due to conversion of warrants into Equity Shares at a price of Rs76.40/- each (including premium)
07.01.2023	Allotment of 19,33,400 Equity Shares pursuant to conversion of warrants into Equity Shares at a price of Rs76.40/- each (including premium)
07.01.2023	Allotment of 37,26,58,260 Equity Shares pursuant to Bonus Shares allotment.

25. CHANGE IN PROMOTERS SHAREHOLDING

During the year under review the promoters shareholding has been decreased from 70.40% to 65.12% as a result of several allotments that took place throughout the year.

26. RECLASSIFICATION OF PROMOTER TO PUBLIC

In accordance with the Regulation 31A and other relevant provisions of the SEBI LODR Regulation, and subject to the required statutory approval, the Company obtained approval from shareholders through a postal ballot for the reclassification of certain individuals from the promoter group category to the public category. However, it should be noted that no further actions were taken in this regard during the year under review.

27. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

The Members of the Company at their Annual General Meeting held on September 29, 2018, had approved the appointment of M/s Alok Mittal & Associates, Chartered Accountants (Firm Registration No. 005717N), as the Statutory Auditors of the Company for a period of five years commencing from the conclusion of the 44th AGM held on September 29, 2018 until the conclusion of 49th AGM of the Company to be held in the year 2023. Their first term of appointment will be completing in accordance with Section 139 of the Companies Act, 2013.

On the recommendation of the Audit Committee, the Board of Directors has proposed to appoint M/s Rawat & Associates, Chartered Accountants (Firm Registration No. 134109W) as Statutory Auditors for a period of five years i.e. from the conclusion of the ensuing Annual General Meeting to be held in the year 2023 till the conclusion of Annual General Meeting to be held in the year 2028, at a remuneration decided by the Board of Directors wherein M/s Rawat & Associates , Chartered Accountants has confirmed their willingness and eligibility under the provision of the Companies Act,

2013 to be Statutory Auditors of the Company, which is subject to shareholders approval.

The proposed Auditors have consented to the said appointment and confirmed that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the Company has also received a copy of Peer Review Certificate as prescribed by the Institute of Chartered Accountants of India to the Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said Act.

The Auditors Report to the shareholders on the Standalone and Consolidated Financial Statement for the year ended March 31, 2023 does not contain any qualification, observation or adverse comment.

Further, there was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

B. Cost Auditors

The Board had appointed M/s. Subodh Kumar & Co., Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2022-23.

The Cost Audit Report of the Company for the Financial Year ended March 31, 2023 will be filed with the MCA after its noting by the Board. The Company has maintained accounts and records as specified under sub-section (1) of 148 of the Act.

The Board has also appointed M/s. Subodh Kumar & Co., Cost Accountants, as Cost Auditors to conduct Cost Audit for Financial Year 2023-24 and their remuneration has also been recommended for the ratification and approval of the Shareholders.

C. Secretarial Auditors

Pursuant to the provision of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s Arun Kumar Gupta

& Associates (CP No. 5086), Company Secretaries, to conduct Secretarial Audit for the Financial Year ended March 31, 2023. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is annexed herewith marked as Annexure - V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has also appointed M/s Arun Kumar Gupta & Associates (CP No. 5086), Company Secretaries to conduct Secretarial Audit for Financial Year 2023-24.

Pursuant to Regulation 24(A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has obtained Annual Secretarial Compliance Report from M/s Arun Kumar Gupta

& Associates (CP No. 5086), Company Secretaries, and same submitted to the stock exchange within the prescribed time limits. The Annual Secretarial Compliance Report does not contain any remarks or qualification, observations.

D. Internal Auditor

In accordance with Section 138 of the Companies Act, 2013 read with rules thereunder Mr. Ranjeet Singh, M.Com, MBA (Finance); employee of the Company was appointed as Internal Auditor of the Company for Financial Year 2022-23 to conduct the internal audit of the functions and activities of the Company. The Company has re-appointed Mr. Ranjeet Singh as an Internal Auditor of the Company to conduct the internal audit for the Financial Year 2023-24. During the year under review no observation, qualification or adverse mark was reported by the Internal Auditor.

28. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI LODR Regulations, the Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company business.

29. STATEMENT OF DEVIATION(S) OR VARIATION(S)

In accordance with Regulation 32 of SEBI LODR Regulation, the Company has fully utilized the fund which is raised during the Financial Year by the Company for its working capital and general corporate purposes. There is no deviation or variation of fund during the year under review.

30. BOARDS COMMITTEES

The following statutory Committees constituted by the Board according to their respective roles and defined scope:

a) Audit Committee b) Nomination & Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social Responsibility Committee e) Finance Committee f) Acquisition and Allotment Committee g) ESG Committee

Details of the Committees composition, charters and meetings held during the year and attendance there are given in the Report on Corporate Governance forming part of this Annual Report.

31. INTERNAL FINANCIAL CONTROL AND RISK MANAGEMENT

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

Moreover, your company has formulated Risk Management Policy and Committee of the Board to determine and manage the Risk factors, during the Financial Year 2023-2024.

32. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI LODR Regulations. The policy provides for a framework and process whereby concerns can be raised by its Employees/Directors or any other person against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them through an e-mail, or a letter for this purpose to the Vigilance Officer /Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at https://ramasteel. com/assets/pdf/Whistle%20Blower%20and%20Vigil%20 Mechanism%20Policy%20for%20Directors%20and%20 Employees.pdf

33. NUMBER OF MEETINGS OF THE BOARD

Fifteen meetings of the Board were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days.

34. LOANS, GUARANTEES AND INVESTMENTS

Details of the Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013, if any, are given in the notes to the Financial Statements pertaining to the year under review.

35. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) CONSERVATION OF ENERGY:

a) The Company has always been particular to conservation of energy on continuous basis by closely monitoring energy consuming equipment involving use of energy generating diesel set and power purchased from Electricity Board e.g. size of the Equipments is optimum to save energy. The low-efficient Machinery and Equipments are identified and replaced.

b) Keeping in view the nature of the manufacturing process no additional investment is proposed and hence further consumption of energy is ruled out in the near future.

c) No specific studies regarding impact of the above measures of (a) and (b) have been carried out and the cost impact of energy cost and energy saving measures on cost of production of goods is not material, as it forms a very low percentage vis-a vis the cost of Companys product.

d) Total energy consumption and energy consumption per unit of production is given as per Form-A.

B) TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:

I. RESEARCH AND DEVELOPMENT (R&D)

i. Specific area in which R & D carried out by the Company:

There is no specific area in which the Company has carried the R & D. However, the Company is continuously making efforts for improvements in its production process for better productivity and cost efficiency.

ii. Future plan of action

The Company is continuously monitoring the plant efficiency, thus reducing the shortage and the cost of production.

iii. Expenditure on R & D

The company did not incur any Expenditure on R & D.

II. TECHNOLOGICAL, ABSORPTION, ADAPTATION & INNOVATION :

i. Efforts made towards Technology Absorption :

For the goods manufactured by the Company there is a simple process of ERW manufacturing technique and the Company has already adopted the same and no innovations have been carried by the company, as there is no other available alternative that would ensure further cost efficiency.

ii. Particulars relating to imported technology :

The Company has not imported any technology and the plant is working with completely Indigenous Technical know-how.

C) FOREIGN EXCHANGE EARNING AND OUTGO :

(Rs in Lakhs)

	Current year	Previous year
a) Total Foreign Exchange Earning	4939.69	4262.34
b) Total Foreign Exchange Outgo	4545.46	3323.99

FORM ‘A POWER AND FUEL CONSUMPTION

Particulars	Current Year	Previous Year
1. Electricity
(a) Purchased Unit	39,08,713	37,15,603
Total amount (in Rs)	3,57,49,598	2,91,93,995
Rate/unit	9.15	7.86
(b) Own generation
Through Diesel Generator Unit	97,164	80,103
Unit per Litre of Diesel Oil	4.82	4.73
Total Amount (in Rs)	18,42,877	15,30,485
Cost/Unit	18.97	19.11
2. Furnace Oil Quantity(litres)
Unit in litres	1,67,310	3,22,290
Total Amount (in Rs)	1,14,11,614	1,54,60,346
Average Rate Rs/litre	68.21	47.97

CONSUMPTION PER UNIT OF PRODUCTION

		Electricity (Unit)		PNG Gas/Furance Oil (Units)/Litre
NAME OF PRODUCT	UNIT	CURRENT YEAR	PREVIOUS YEAR	CURRENT YEAR	PREVIOUS YEAR
Black Steel Tubes/Pipes	Per Ton	57.37	58.87	-	-
Galvd. Steel Tubes/Pipes	Per Ton	55.98	57.63	12.50	17.32

36. EXTRACT OF ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as required under Section 92 of the Act for the Financial Year 2022-23, is available on the Companys website at https://ramasteel.com/assets/pdf/annual/return/ Form_MGT_7.pdf

37. COST RECORDS

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (Cost Records and Audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations. All orders received by the Company during the year are of routine in nature which has no significant / material impact.

39. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL

YEAR AND TILL THE DATE OF THIS REPORT

Material changes occurred between the ends of the financial year to which these financial statements relate on the date of this report.

1. The Company has allotted 14,58,000 Equity Shares comprised of 2,91,600 Equity Shares allotted pursuant to conversion of warrants and 11,66,400 Equity Shares allotted pursuant to Bonus reserved for the warrant holders on April 25, 2023.

2. The Company has allotted 73,25,000 Equity Shares comprised of 14,65,000 Equity Shares allotted pursuant to conversion of warrants and 58,60,000 Equity Shares allotted pursuant to Bonus reserved for the warrant holders on June 27, 2023.

3. The Company has allotted 1,87,50,000 Equity Shares comprised of 37,50,000 Equity Shares allotted pursuant to conversion of warrants and 1,50,00,000 Equity Shares allotted pursuant to Bonus reserved for the warrant holders on July 06, 2023.

4. The Company has allotted 25,25,000 Equity Shares comprised of 5,05,000 Equity Shares allotted pursuant to conversion of warrants and 20,20,000 Equity Shares allotted pursuant to Bonus reserved for the warrant holders on August 01, 2023.

5. The Nomination and Remuneration Committee and Audit Committee recommended the increase in the remuneration of Mr. Naresh Kumar Bansal, Managing Director, Mr. Richi Bansal, Executive Director and Mr. Vinod Pal Singh Rawat, Executive Director of the Company in the meeting held on May 30, 2023 and considered by the Board of Directors subject to the approval of the Members in the ensuing Annual General Meeting.

6. Based on the recommendation of the Nomination and Remuneration Committee and to enhance the capabilities of the team, Mr. Rajeev Kohli has been re-designated as the Chief Operating Officer (COO) of the Company in the Board of Directors meeting held on August 14, 2023 Consequently, Mr. Rajeev Kohli has voluntarily tendered his resignation from the position of Chief Executive Officer (CEO) of the Company.

7. Furthermore, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, in their meeting held on August 14, 2023, has put forth a proposal to appoint Mr. Richi Bansal as the Whole Time Director and Chief Executive Officer of the Company. This appointment is proposed for duration of 5 years, commencing from October 1, 2023. However, both the appointment and the remuneration are contingent upon receiving the shareholders approval at the upcoming Annual General Meeting.

40. DISCLOSURE UNDER 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 workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at 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.

No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2022-23.

41. 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 Company 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 Trading Window is closed.

42. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES

a. 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 given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive directors	Ratio to median remuneration
Mr. Bharat Bhushan Sahny	N.A.
Mr. Jai Prakash Gupta	N.A.
Mrs. Anju Gupta	N.A.

 

Executive directorss	Ratio to median remuneration
Mr. Naresh Kumar Bansal	27
Mr. Richi Bansal	24
Mr. Vinod Pal Singh Rawat	4

ii. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year:

Directors, Chief Financial and Secretary	% increase in Company remuneration in the financial year
Mr. Bharat Bhushan Sahny	N.A.
Mr. Jai Prakash Gupta	N.A.
Mrs. Anju Gupta	N.A.
Mr. Naresh Kumar Bansal,	N.A.
Managing Director
Mr. Richi Bansal, Executive Director	N.A.
Mr. Vinod Pal Singh Rawat	5%
Mr. Rajeev Kumar Agarwal, Chief Financial Officer	5%
Mr. Rajeev Kohli, Chief Executive Officer	29%
Mr. Arpit Suri, Company Secretary	N.A

b. The percentage increase in median remuneration of employees in the Financial Year: 8.84%

c. The number of permanent employees on the rolls of Company : 168

d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentage increase already made in the salaries of employees other than the managerial personnel in the last Financial Year 6%.

Average percentage increase in the managerial remuneration 5%.

e. The Company affirms that the remuneration is as per remuneration policy of the Company.

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, there is no such employee drawing remuneration in excess of the limits set out in the said rules and are required to be disclosed.

Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above rules form part of this report. However in terms of provisions of section 136 of the said Act, the report and accounts are being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at investors@ramasteel.com. The said information is available for inspection at the Registered Office of the Company during working days of the Company upto the date of the ensuing AGM.

43. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 49th Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

44. General

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

a) Voluntary revision of Financial Statements or Boards Report;

b) Instance of fraud which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and rules framed thereunder;

c) Issue of equity shares with differential rights as to dividend, voting or otherwise;

d) Managing Directors and Whole Time Director have received the Commission, if any, of the Company within a regulatory limits of the Company Act, 2013 and neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries Companies;

e) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

f) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.

45. APPRECIATION

The Directors acknowledge the contributions made by the employees, customers, vendors of the Company and the communities in which the Company operates towards the success and growth of the company.

Your Directors also take this opportunity to express sincere thanks to the Government Authorities, Financial Institutions and the Bankers for their co-operation and assistance to the Company.

The Directors would also like to acknowledge the continued support of the Companys shareholders and investors in all its endeavors.

	For and on behalf of the Board
	Sd/-
	(Naresh Kumar Bansal)
	Chairman & Managing Director
Place: New Delhi	DIN: 00119213
Date: August 14, 2023