Ranjeet Mechatronics Ltd Directors Report.

To,

The Members,

Your Directors are pleased to present the 26th Annual Report of the Company along with the Audited Financial Statements for the financial year ended on 31st March, 2019.

OVERVIEW OF THE ECONOMY:

According to a recently published report by TechSci Research, "India Fire and Safety Equipment Market Forecast and Opportunities, 2019", the countrys fire & safety equipment market has a strong growth potential and market revenues are expected to reach to about USD 4.94 billion by 2019. The demand for fire & safety equipment is rising due to the countrys economic growth, rapid industrialization, as well as growing commercial sector and real estate industry.

The fire protection market is highly fragmented and is majorly dominated by large unorganized players with strong regional presence. Presently, there are only a few players in the organized market with pan India presence. The market is also flooded with counterfeit products and cheap imports from China. However, the Indian market has witnessed the advent of global giants from the fire safety industry over the last decade.

"India Fire and Safety Equipment Market Forecast and Opportunities, 2019" has analyzed the growth potential of the fire safety equipment in India and provides statistics and information on market structure and consumer behavior trends. The report includes fire safety equipment market projections and demand forecasting. The report is intended to provide cutting-edge market intelligence and help decision makers to take sound investment evaluation. Besides, the report also identifies and analyzes the emerging trends along with essential drivers, challenges and opportunities available in fire & safety equipment market in India.

FINANCIAL SUMMARY:-

The financial highlights are depicted below:

(Amount in Rs.)

Particulars 31/03/2019 31/03/2018
Revenue from operations 32,78,20,156 17,78,18,981
Other Income 53,88,352 25,49,565
Total Revenue 33,32,08,508 18,03,68,546
Expenditure 29,72,85,238 15,05,75,056
Profit / (Loss) before Finance Cost, Depreciation & Amortization and Tax Expenses 3,59,23,270 2,97,93,490
Finance Cost 1,54,35,575 1,36,41,600
Depreciation & Amortization 43,60,766 28,11,532
Profit Before Tax 1,61,26,929 1,33,40,358
Less: Taxation
Current Tax 42,04,867 37,87,000
Deferred Tax 3,677 5,46,207
Total Tax (i+ii) 42,08,544 43,33,207
Profit after Tax 1,19,18,385 90,07,151
Earning Per Equity Share:
Basic 2.27 2.17
Diluted 2.27 2.17

Note: The above figures are extracted from the financial statements.

FINANCIAL HIGHLIGHTS AND OPERATIONAL PERFORMANCE:-

The Key highlights pertaining to the business of the Company for the year 2018-19 and period subsequent there to have been given hereunder:

The Total revenue from operations of the Company during the Financial year 2018-19 was higher at Rs. 33,32,08,508/- against the total revenue of Rs. 18,03,68,546/- in the previous financial year 2017-18.

The Total expenses of the Company during the financial year 2018-19 was Rs. 31,70,81,579/- against the expenses of Rs. 16,70,28,188/- in the previous financial year 2017-18.

The Profit after tax is Rs. 1,19,18,385/- for the financial year 2018-19 as compare to Rs. 90,07,151/- in the previous financial year 2017-18.

SHARE CAPITAL:-

The Authorized Share Capital of the Company as on 31st March, 2019 was Rs. 6,70,00,000/- (Rupees Six Crore Seventy Lacs) divided into 67,00,000 (Sixty Seven Lac) Equity Shares of Rs.10/- each.

The Paid up Share capital of the Company as on 31st March, 2019 was Rs. 6,59,99,800/- (Rupees Six Crore Fifty Nine Lacs Ninety Nine Thousand Eight Hundred Only) divided into 65,99,980 (Sixty Five Lac Ninety Nine Thousand Nine Hundred and Eighty) equity shares of Rs.10 each.

DIVIDEND:-

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

RESERVES:-

During the current financial year (2018-19) our Companys net profit was Rs. 1,19,18,385/- as against the profit of Rs. 90,07,151/- in P.Y. 2017-18, Your Directors have transferred whole amount of Profit Rs. 1,19,18,385/- to Reserve to strengthen the financial position of the Company in nearest future.

LISTING OF SECURITIES ON BSE SME PLATFORM:

The Company got its equity shares listed at the BSE SME Platform and the trading in the shares of the Company commenced from 26th September, 2018.

SUBSIDIARY AND JOINT VENTURE COMPANY:

The Company did not have any subsidiary or joint venture company during the year under review. CHANGE OF REGISTERED OFFICE OF THE COMPANY:-

The Company had changed its registered office from 201 / A, Asavari Towers, B/h, Fun Republic, Off. S. G. Highway, Ahmedabad - 380015to Block A, 407-4th Floor, Dev Aurum, Anand Nagar Cross Road, Prahladnagar Road, Ahmedabad - 380015 for future growth, expansion and development of the business organization in the meeting of Board of Directors held as on 28th May, 2018.

CHANGE IN NATURE OF BUSINESS:

No changes have been made in the nature of business carried out by the Company during the financial year 2018-19.

MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-

In accordance with the provisions of Section 152(6) of the Companies Act and Articles of Association, Mrs. Nitaben Rakeshbhai Swadia (DIN:- 00356722) Director of the Company, shall retire by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting of the Company.

Further during the year under review the following changes occurred in the composition of Board and Key Managerial Personnel of the Company:

1. Mrs. Manisha Swadia (DIN: 02025882) resigned from the Directorship of the Company w.e.f 28th May, 2018.

2. Mr. Rakesh V. Swadia (DIN: 00356657) and Mr. Devarshi Swadia (DIN: 00356752) were appointed as the Chairman and Managing Director and Whole Time Director of the Company on 28/05/2018 and the shareholders approval was received in the Extra Ordinary General Meeting held on 4th June, 2018.

3. Appointment of Mr. Jayanta Kumar Pani (DIN: 08038621) in the Annual General Meeting of Board of Directors held on 21st August, 2018 as the Non- Executive & Independent Director of the Company for a consecutive period of five years upto 20th June, 2023.

4. Appointment of Mr. Kunal Sudhirbhai Shah (DIN: 08177662) in the Annual General Meeting held on 21st August, 2018 as the Non- Executive & Independent Director of the Company for a consecutive period of five years upto 11th July, 2023.

5. Company had appointed Ms. Falguni Patel as the Company Secretary & Compliance Officer of the Company in the Board Meeting held on 28th May, 2018.

6. Company had appointed Mr. Ujjal Dutta, as the Chief Financial Officer (CFO) of the Company in the Board Meeting held on 28th May, 2018.

MEETINGS OF THE BOARD OF DIRECTORS:-

The Management is completely focused for the growth and expansion of the Company, it is busy developing new horizons for increasing overall performance. It is further working towards reducing costs by making optimum utilization of resources.

The Board met 23 times during the year on 26th April, 2018, 30th April, 2018, 1st May, 2018, 3rd May, 2018, 4th May, 2018, 9th May, 2018, 10th May, 2018, 15th May, 2018, 18th May, 2018, 28th May, 2018, 5th June, 2018, 21st June, 2018, 29th June, 2018, 12th July, 2018, 23rd July, 2018, 28th July, 2019, 11th August, 2018, 24th September, 2018, 1st November, 2018 and 27th February, 2019 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Directors Category Number of Meetings Attended / Total Meetings held during the year 2018-19 Attendanceat the last AGM held on 21st August, 2018.
Mr. Rakesh V. Swadia Managing Director 23/23 Yes
Mr. Devarshi R. Swadia Director 23/23 Yes
Mrs. Nitaben R. Swadia Director 23/23 Yes
Mrs. Manisha D. Swadia Director 9/23 Yes
Mr. Jayanta Kumar Pani Independe nt Director 9/23 Yes
Mr. Kunal Sudhirbhai Shah Independe nt Director 7/23 Yes

During the year under review, the Company called and convened 7 meetings of the members of the Company including the Annual General Meeting on 4th April, 2018, 28th April, 2018, 2nd May, 2018, 7th May, 2018, 14th May, 2018, 4th June, 2018 and 21st August, 2018 (AGM).

COMMITTEES MEETING:

As on 31st March, 2019 the Board had three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Committees were constituted by the Board of Directors of the Company in the meeting held on 12th July, 2018. All the Committees are properly constituted with proper composition of Independent Directors as mentioned in relevant provisions of Companies Act, 2013.

A. AUDIT COMMITTEE AND ITS MEETINGS:

Audit Committee met 2 times during the year under review on 31-10-2018 and 26-02-2019.

Constitution of Audit Committee was as per the following:

Sr. No. Name of the Director Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held
1. Jayanta Kumar Pani (DIN:08038621) Chariman Independent & NonExecutive Director 2/2
2. Kunal Sudhirbhai Shah (DIN:08177662) Member Non-Executive Director 2/2
3. Rakesh Vallabhbhai Swadia (DIN: 00356657) Member Independent & NonExecutive Director 2/2

B. NOMINATION & REMUNERATION COMMITTEE AND ITS MEETINGS:

Nomination & Remuneration Committee met 2 times during the year under review on 31-10-2018 and 26-02-2019.

Constitution of Nomination & Remuneration Committee was as per the following:

Sr. No. Name of the Director Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held
1. Mr. Kunal Sudhirbhai Chairperson Independent & Non- 2/2
Shah Executive Director
2. Mr. Jayanta Kumar Pani Member Non-Executive Director 2/2
3. Mrs. Nitaben Rakesh Swadia Member Independent & NonExecutive Director 2/2

C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:

Stakeholders Relationship Committee met 2 times during the year under review on 31-10-2018, and 26-02-2019.

Constitution of Stakeholders Relationship Committee was as per the following:

Sr. No. Name of the Director Status in Committee Nature of Directorship Total Meetings Attended/ Total Meetings Held
1. Mr. Jayanta Kumar Pani Chairman Independent & Non-Executive Director 2/2
2. Mr. Kunal Sudhirbhai Shah Member Non-Executive Director 2/2
3. Mr. Rakesh Vallabhbhai Swadia Member Independent & Non-Executive Director 2/2

OTHER INFORMATION RELATED TO BOARD COMMITTEES:

Name of the Committee Composition of the Committee Highlights of duties, responsibilities and activities
Audit Committee (This disclosure is as per Section 177(8) of the Companies Act, 2013) Jayanta Kumar Pani (DIN: 08038621) Kunal Sudhirbhai Shah (DIN: 08177662) Rakesh Vallabhbhai Swadia • All recommendations made by the Audit Committee were accepted by the Board.
(DIN:00356657) • In accordance with the requirements of the Companies Act, 2013, the Company has formulated the policies including the Vigil Mechanism Policy.
Nomination and Remuneration Committee Kunal Sudhirbhai Shah (DIN: 08177662) Jayanta Kumar Pani (DIN: 08038621) Nitaben Rakesh Swadia (DIN: 00356722) • The Committee overseas and administers executive compensation, operating under a written charter adopted by our Board of Directors.
Stakeholders Jayanta Kumar Pani (DIN: 08038621) • The Committee reviews and ensures to redress investor grievances.
Relationship Committee Kunal Sudhirbhai Shah (DIN: 08177662) Rakesh Vallabhbhai Swadia (DIN: 00356657)
• The Committee noted that all the grievances of the shareholders during the year have been resolved.

INDEPENDENT DIRECTORS MEETING:

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Director was held on 27th February, 2019 at registered office of the company situated at Ahmedabad to discuss the agenda items as required under the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issued there under as well as Regulation 16(1) (b) of the Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force.)

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Policy has been uploaded on the website of the Company at www.ranjeet.co.in.

STATE OF COMPANY AFFAIRS:

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

PARTICULARS OF EMPLOYEES:-

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2018-19.

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

DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is hereby confirmed:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• that 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 the profit or loss of the Company for the period ended 31.03.2019.

• that 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;

• That the Directors had prepared the annual accounts on a going concern basis.

• That 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.

• that 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.

BOARD EVALUATION:

The Companies Act, 2013 states that the formal annual evaluation needs to be made by Board of its own performance and that of its Committees and individual Directors, Schedule IV of the Companies Act, 2013 states that performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors and the entire Board was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as allotted by the Nomination and remuneration committee.

The Companies Act, 2013 states that the formal annual evaluation needs to be made by board of its own performance.

AUDITORS AND AUDITORS REPORT- STATUTORY AUDITOR

M/s Philip Fernandes & Co., Chartered Accountants, (Firm Registration No: 128122W), were appointed as the Statutory Auditors of the Company for a consecutive period of 5 years from 22ndAGM till the conclusion of 27thAGM subject to ratification at each AGM.

The members are requested to consider the matter of ratification of appointment of Auditors and also to fix their remuneration.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report and hence no explanation or comments of the Board is required in this matter.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms. Riddhi Khaneja and Associates, Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of the Companys Secretarial and related records for the year ended on 31st March, 2019. Secretarial Audit Report for FY 2018-19 is enclosed as Annexure - II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

INTERNAL CONTROL SYSTEMS:-

The Companys internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extracts of Annual return in form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure III and forms integral part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is set out in this Annual Report as Annexure IV.

STATEMENT OF DEVIATION OR VARIATION:

As per the provisions of Regulation 32 of SEBI (LODR) Regulations, 2015, the Board of Directors has provided a statement showing the utilization of issue proceeds. The said statement is annexed to this Annual Report as Annexure V.

DEPOSITS:-

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during the period.

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:-

The Company has not given any loans or guarantees during the year under review within the purview of Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the notes to investments in the financial statements.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:-

The Company has not entered into any material contract or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:-

No Material changes occurred affecting the financial position of the company occurred between the ends of the financial year to which this Financial Statement relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status and Companys operation in future.

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

The Company has zero tolerance towards sexual harassment at the workplace and further itensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee.

RISK MANAGEMENT:

The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

Some of the risks that the Company is exposed to are: Financial Risks, Commodity Price Risk, Regulatory Risk, Human resource Risk, Strategic Risk, etc.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-

The Company has pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company has a structured induction process at allocations and management development programs to upgrade skills of managers.

The Company is committed to nurturing, enhancing and retaining top talent through superior learning & Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the organizations growth and its sustainability in the long run.

HEALTH, SAFETY AND ENVIRONMENT:-

The Company is taking continuous steps and also developing environment friendly processes for effective resource management with specific focus to energy, water and basic raw materials. Monitoring and specific review of system regarding health, safety and environment is done on a continuous basis with emphasis and focus given to safety at workplace.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form-A as annexed to the aforesaid Rules, the question of furnishing the same does not arise.

ii. Technology Absorption:

Companys products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required.

iii. Foreign Exchange Earning and Outgo:

During the period under review the foreign exchange earnings and outflow was as follows:

Year 2018-19 Amount in Rs
Foreign Earnings Nil
Foreign Outflow Nil

CORPORATE GOVERNANCE:

Details regarding Corporate Governance Report of the Company , this is to inform you that Regulation 27(2) as per Clause 15 of the Chapter IV of SEBI (LODR) Regulation, 2015 is not applicable as the Company is listed on the BSE- SME platform since 26th September, 2018. Whenever this regulation becomes applicable to the Company at a later date, we will comply with the requirements of those regulations within six months from the date on which the provisions become applicable to our Company.

CORPORATE SOCIAL RESPONSIBILITY:-

Section 135 of the Companies Act, 2013 and framed Rules there under provides that certain Companies are required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the Rules framed there under for the financial year under report. CSR Committee of the Board will be constituted at the time of applicability, of section 135 of the Act. Hence CSR report is not required to be annexed.

INSIDER TRADING REGULATIONS:

The Company has notified and adopted the Code of Prevention of Insider Trading and Fair Disclosure of Unpublished Price Sensitive Information made pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015. The said Codes are published on the website of the Company at http://yugdecor.com/index.php/codes-policies-other/ .The Company has suitably amended the aforesaid Codes to align them with the amendments introduced by SEBI, w.e.f. 1st April, 2019.

VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company.

APPRECIATION:-

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

By Order of the Board of Directors
RANJEET MECHATRONICS LIMITED
[Formerly known as Ranjeet Mechatronics Pvt. Ltd.]
Sd/-
Date: 20/08/2019 (Rakesh V. Swadia)
Place: Ahmedabad Chairman and Managing Director
DIN : 00356657