Your Directors are pleased to present the 48th Annual Report of the Rama Steel Tubes Limited (the "Company" or "RAMA") along with the summary of Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2022.
(Rs in Lakhs)
|Revenue from Operations||51,731.75||32571.00||76,816.78||47,043.45|
|Depreciation and Amortisation Expenses||314.10||265.74||427.43||346.17|
|Share of profits from Associates and JVs||(64.68)||140.44||(64.68)||140.44|
|Net Profit before Tax||1,452.78||678.29||3,594.60||1,470.65|
|Net Profit after Tax||1,051.83||537.82||2,731.51||1,237.81|
|Other Comprehensive Income||(2.41)||6.56||23.76||(-) 26.17|
|total Comprehensive Income||1,049.43||544.38||2,755.27||1,211.64|
|Earning per equity share (Face Value of 5 each)|
The business performance of the company during the financial year 2021-22 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.
During FY 2021-22, your company achieved Consolidated Revenue from operations of 76,816.78 Lakhs compared to 47,043.45 Lakhs in FY2020-21, registering a growth of 63% over the last year. Earnings before Interest, Depreciation and Taxes (EBIDTA) stood at 2,618.87 Lakhs in FY 2021-22 compared to 1413.81 Lakhs in FY 2020-21.
Consolidated profit before tax (PBT) in FY 2021-22 was
3,594.60 Lakhs compared to 1,470.65 Lakhs in last FY 2020-21.
Consolidated profit after tax (PAT) for the year under review was 2,731.51 Lakhs against 1,237.81 Lakhs in FY 2021-22
Keeping in the view of the Companys performance, the Board of Directors have declared an Interim Dividend of 10% (i.e. 0.50 per Equity share) of face value 5/-each on 167,94,000 no. of Equity Shares amounting to 83,97,000/- during the financial year 2021-22. traNSFer to reSerVe
The Board of Directors of the Company has not recommended for transfer of any amount to the
General Reserve for the Financial Year ended March 31, 2022.
CHANGE IN NATURE OF BUSINESS, IF ANY
During Financial Year 2021-22, there was no change in the nature of business. aDoptIoN oF INDIAN ACCOUNTING STANDARDS (IND AS)
The 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, 2022, 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.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
The Company has two Direct subsidiaries, one Indirect subsidiary and one JV as on March 31, 2022. 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, 2022 has been attached with the consolidated financial statements of the Company for the financial year ended March 31,
2022. 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 Website: HTTPS://RAMASTEEL.COM/ASSETS/DISCLOSURE-UNDER-
Lepakshi Tubes Private Limited, a wholly owned subsidiary of Rama Steel Tubes Limited. However, during the period there is no material subsidiary of the Company.
During the year under review, the Board of Directors in their meeting held on February 14, 2022 proposed to consolidate the operations /business by amalgamation of Lepakshi Tubes Private Limited with the RAMA Steel Tubes Limited which will result in the operational and administrative synergies resulting in to cost optimization and also rationalize the Group Holding structure by way of reduction of number of entities and streamlining the corporate structure by Rama Steel Tubes Limited.
The Company has followed applicable Secretarial Standards. PROCEEDINGSUNDERTHEINSOLVENCY ANDBANKRUPTCY CODE, 2016
During the period there was no proceeding initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016. PUBLIC DEPOSITS
Your 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.
CORPORATE GOVERNANCE REPORT
The Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) a separate report on corporate governance along with a certificate from the M/s
Arun Kumar Gupta & Associates, Company Secretaries, on its compliance, forms an integral part of this report.
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- I.
The policy on Related Party Transactions as approved by the Board may be accessed on the Companys website at the link: HTTPS://RAMASTEEL.COM/ASSETS/DISCLOSURE-UNDER-REGULATION-46-LODR/POLICY%20ON%20DEALING%20 WITH%20RELATED%20PARTY%20TRANSACTIONS.PDF 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 your 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 link: HTTPS://RAMASTEEL.COM/ASSETS/ PDF/ANNUAL/102/POLICY%20ON%20CORPORATE%20 SOCIAL%20RESPONSIBILITY.PDF
During the year the Company has spent 13.07 Lakhs on
CSR activities for the financial year 2021-22 as annexed herewith Annexure- III to this Report.
Aforesaid CSR money paid to Konfyans Charitable Public Trust for purpose of eradicating hungry and providing education.
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, 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 affairsof the Company as at March 31, 2022 and of the profit and loss of the Company for year ended on that date; c) the directors had taken proper and 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.
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. Vinod Pal Singh Rawat (DIN: 09228722),
Director retires by rotation at the ensuing Annual General
Meeting and being eligible for offer himself for reappointment.
The Board recommends the reappointment of Mr. Vinod Pal
Singh Rawat who is retiring by rotation for the consideration of the members of the Company at the ensuing annual general meeting. Based on the recommendations of the
Nomination and Remuneration committee, Mr. Vinod Pal
Singh Rawat was appointed as an Additional Director (Executive) director of the Company and his appointment was regularise as Director in the Annual General Meeting held on 30.09.2021. As on March 31, 2022, Mr. Naresh Kumar Bansal Managing
Director, Mr. Richi Bansal, Mr. Vinod Pal Singh Rawat, Director(s) and Mr. Bharat Bhushan Sahny, Mr. Jai Prakash
Gupta and Ms. Anju Gupta, Independent Directors, Mr.
Rajeev Kohli, Chief Executive Officer, Mr. Rajeev Kumar Agarwal, Chief Financial Officer, and Mr. Kapil Datta,
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 Corporate Governance Report in detail.
Also, 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.
DEMISE OF DIRECTOR:
With profound sadness and grief, the Directors report the sad demise of Mr. Surender Kumar Sharma, Executive Director, aged 66 years on April 19, 2021. The Company immensely benefitedfrom his vision and leadership during his mentorship to senior colleagues in the organization is irreplaceable and remains a source of inspiration for ever. Mr. Sharmas passing away will be an irreparable loss to the Company. The Board conveys its deep sympathy, sorrow and condolences to his family. Its deep appreciable of the valuable services rendered by Mr. Sharma during his tenure on the Board of the Company.
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 Listing 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.
During the year under review there is no change in independent Director of the Company.
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. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
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, 2022, 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.
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.
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.
During the year under review, the Company has not issued, or allotted any equity shares with or without differential voting rights. The Paid-up Equity Share Capital of the
Company as at March 31, 2022 stood at 8,39,70,000 divided into 1,67,94,000 Equity shares of 5/- each. AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS
As per provisions of Section 139 of the Companies Act, 2013, the Company had appointed M/s Alok Mittal & Associates, Chartered Accountants (Firm Registration No. 005717N) as
Statutory Auditors for a period of 5 (five) years in the AGM of the Company held on 29th September 2018. Therequirementtoplacethematterrelatingtoappointment has of auditors for ratification been done away by the Companies (Amendment) Act, 2017 with effectfrom May 7, 2018. Accordingly, no resolution is statutory being proposed for ratification auditor at the ensuing AGM.
The Auditors Report to the shareholders on the standalone and consolidated financial statement for the year ended March 31, 2022 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.
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 FY 2021-22 and Form
CRA-2 for their appointment was duly filed by the Company . withtheMinistryofCorporateAffairs
The said Auditors have conducted the audit of Cost Statements and Cost records for the year ended March 31, 2022 and have submitted their report, which is self-explanatory and do not call for any further comments. The Company shall submit the Cost Audit Report with the
Ministry of Corporate Affairswithin the stipulated time period.
The Board has also appointed M/s. Subodh Kumar & Co., Cost Accountants, as Cost Auditors to conduct Cost Audit for FY 2022-23 and their remuneration has also been of the recommended for the ratification
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, 2022. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith marked as Annexure - II 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 FY 2022-23. PursuanttoRegulation24(A)ofSEBI(ListingObligationsand 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 will be submitted to the stock exchange within the prescribed time limits. The Annual Secretarial Compliance Report does not contain any remarks or observations.
Mr. Ranjeet Singh was appointed as internal auditor of the Company for FY 2021-22 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 FY 2022-2023. During the year under review no observation, qualification or adverse mark was reported by the Auditor.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of SEBI Listing 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.
The Board of Directors of the Company constituted the following Committees: a) Audit Committee b) Nomination & Remuneration Committee c) Stakeholders Relationship Committee d) Corporate Social Responsibility Commitee e) Finance Committee
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.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, Machinery and Equipments 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.
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 Listing 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 (www. ramasteel.com).
NUMBER OF MEETINGS OF THE BOARD
Six 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.
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.
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 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
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 ii. Future plan of action
The Company plans to monitor continuously the plant efficiencythus and reducing 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 thereisasimpleprocessofERWmanufacturing 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 ii. PARTICULARS RELATING TO IMPORTED TECHNOLOGY :
The Company has not imported any technology and the plant is working with completely Indigenous Technical know-how. 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 2021-22, available on the Companys website at www.ramasteel. com.
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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY passed There has been no significant 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.
However, During the year the Promoter Group of the Company along with Persons Acting in Concern (PACs) acquired more than 5% (i.e. 6.41%) shares and Voting rights in the Company without making a public announcement of an offeras required under regulation 3(2) of open
Takeover Regulations and SEBI wide its Order Dated 17th September, 2021 Ordered to the Promoters alongwith the
PACs to make a public announcement to acquire shares of the Company. Also the Promoters alongwith the PACs was required to pay simple interest at the rate of 10% per annum as per SEBI Order Dated 17th September, 2021. Pursuant to mentioned Order, Mr. Naresh Kumar Bansal, Promoter of the Company made Public Announcement for Open Offer on behalf of Promoter/Promoter Group and Person Acting in Concert to the shareholders of the company on 29th October, 2021.
On 1st February, 2022, a copy of the Post Open Offer.
Report in terms of Regulation 27(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 was submitted by Mark Corporate Advisors Private Limited
(Manager to Offer) with the SEBI.
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.
Your Company has done two postal ballots from the end of Financial Year and till the date of this report, dated May 20, 2022 and August 8, 2022 for seeking shareholders approval in respect of the following matters: a) Reclassification of the existing Authorized Share
Capital of the Company of 11,50,00,000 (Rupees Eleven Crore Fifty Lakhs Only) comprising of 1,80,00,000 Equity Shares of 5/- (Rupee Five) each and 25,00,000 (Twenty Five Lakh) 5% Non-Cumulative Redeemable Preference Shares of 10/- each (Rupees Ten) was reclassified to 11,50,00,000 (Rupees Eleven Crore Fifty Lakhs Only) comprising of 2,30,00,000 Equity Shares of 5/- (Rupee Five) each and consequently the existing Clause 5 of the Memorandum of Association of the Company was amended. b) Issue of Warrants 31,16,000 Convertible into Equity SharestoPerson(s)belongingtopromotercategoryand to Person(s) belonging to Non-Promoter Category on preferential basis. c) Sub-Division of Equity Shares of the Company having a face value of 5/-each into such number of equity shares of face value of 1/- each and Alteration of Capital Clause of the Memorandum of Association of the Company.
d) Issuance of Equity Shares of the Company on Preferential Basis upto maximum of 8,19,233 (Eight Lakhs Nineteen Thousand Two Hundred Thirty Three Only) Equity Shares of the Company of the face value of 5/- (Rupees Five Only), which includes premium of 385/- (Rupees Three Hundred Eighty Five Only) per Equity Shares to the following:
|Sl. No.||Name of Proposed allottee||Category||Maximum Number of equity shares proposed to be allotted||Consideration|
|1.||M/s Hagar Mega Mart (P) Limited||Non-Promoter||128206||other than Cash Consideration|
Mr. Ashokkumar Ramlal Bansal
|Non-Promoter||408975||other than Cash Consideration|
|3.||Mrs. Shashi Bansal||Non-Promoter||282052||other than Cash|
The Object of the Issue is to issuance of shares towards adjustment of purchase consideration with respect to acquisition of 51 % stake in M/s Ashoka Infrasteel and 50% stake in M/s Hagar Mega Mart (P) Limited. Moreover, your Company is in process to sub-divided its equity shares from 5/- to 1/-. Hence, after subdivision proposed number of equity shares change accordingly. e) To Consider and approve Re-Classification of the various Persons from their Status as Promoter/ Promoter Group of the Company to Public Category.
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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. No complaint has been received for sexual harassment of women at work place by the Company during the financial year 2021-22.
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. 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.|
|Mr. Naresh Kumar Bansal||29|
|Mr. Richi Bansal||26|
|Mr. Surender Kumar Sharma|
|Mr. Vinod Pal Singh Rawat|
ii. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
|Directors, Chief Financial||
% increase in remuneration
|Officer and Company|
in the financial
|Mr. Bharat Bhushan Sahny||
|Mr. Jai Prakash Gupta||
|Mrs. Anju Gupta||
|Directors, Chief Financial||% increase in remuneration|
|Officer and Company Secretary||in the financial year|
|Mr. Naresh Kumar Bansal,|
|Mr. Richi Bansal, Executive|
|Mr. Vinod Pal Singh Rawat||NIL|
|Mr. Rajeev Kumar Agarwal,|
|Chief Financial Officer|
|Mr. Kapil Datta, Company|
b. The percentage increase in median remuneration of employees in the financial year: NIL c. The number of permanent employees on the rolls of Company : 92 d. Variations in the market capitalisation of the Company, price earning ratio as at the closing date of the current financial year and previous financial year : N.A. e. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: N.A. f. 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: The average annual increase was 6%. Increase in the managerial remuneration for the year was NIL %.
g. 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 Officeof the Company during working days of the Company upto the date of the ensuing AGM.
FOREIGN EXCHANGE EARNING AND OUTGO :
|(Rs In Lakhs)|
|Non-executive directors||Current year||previous year|
|a) Total Foreign Exchange|
|b) Total Foreign Exchange|
POWER AND FUEL CONSUMPTION
|S. particulars No.||Current year||previous year|
|(a) purchased units||3,715,603||2,910,254|
|Total amount (In )||29,193,995||21,988,311|
|Rate / Unit||7.86||7.56|
|(b) own Generation|
|Through Diesel Generator|
|Unit per Litre of Diesel Oil||4.73||4.73|
|Total amount (In )||1,530,485||1,243,133|
|Furnace oil Quanity|
|Units in litres||322,290||195,150|
|Total amount (In )||15,460,346||6,937,350|
CONSUMPTION PER UNIT OF PRODUCTION
In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 48th Annual General Meeting of the Company including the Annual Report for FY 2021-22 are being sent to all Members whose e-mail addresses are registered with the Company/Depository Participant(s).
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 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 differencebetween 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.
The Directors acknowledge the contributions made by the employees 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 in all its endeavors.
|(Naresh Kumar Bansal)|
|Chairman & Managing Director|
|Place: New Delhi|
|Date: August 12, 2022|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS