To the Members, Rasoi Limited
Your Directors hereby present the 121st Annual Report together with the audited Financial Statements of the Company for the financial year ended 31st March, 2025.
FINANCIAL HIGHLIGHTS
The Companys financial performance for the financial year ended 31st March, 2025 is summarized below:
(? in Lakh)
| Particulars | Standalone 2024-2025 | Standalone 2023-2024 | Consolidated 2024-2025 | Consolidated 2023-2024 |
| Revenue from Operations | 1801 | 1978 | 1677 | 1855 |
| Other Income | 106 | 1886 | 106 | 1886 |
| Total | 1907 | 3864 | 1783 | 3741 |
| Profit before Finance Cost, Depreciation & Tax | 142 | 2120 | 19 | 1997 |
| Less: Finance Cost | - | 4 | - | 4 |
| Less: Depreciation and Amortization Expenses | 88 | 110 | 88 | 110 |
| Profit before Tax / (Loss) | 54 | 2006 | (69) | 1883 |
| Less: Tax Expenses | 95 | 343 | 95 | 343 |
| Profit after Tax / (Loss) | (41) | 1663 | (164) | 1540 |
| Add: Share of profit of Associate Company | - | - | 1937 | 1964 |
| Profit for the year / (Loss) | (41) | 1663 | 1773 | 3504 |
| Other Comprehensive Income | 200 | (3487) | 4923 | (1240) |
| Total Comprehensive Income | 159 | (1824) | 6696 | 2264 |
BUSINESS OPERATIONS & OUTLOOK
Standalone:
During the financial year ended 31st March, 2025, revenue from operations was ?1801 lakh as against ?1978 lakh for the financial year ended 31st March, 2024. Loss after tax for the financial year ended 31st March, 2025 was ?41 lakh as against the profit after tax of ?1663 lakh for the financial year ended 31st March, 2024.
Due to challenging and tough market conditions there was a decline in revenue. The Company is hopeful to explore all new opportunities and add new products to its production facilities.
Your Company continues to adopt a very careful approach in managing the treasury operations in view of high inflation, global uncertainties and volatility in commodity prices.
Your Company will continue to strive hard to increase revenue and achieve higher profitability and enhance overall shareholder value in the long run.
Consolidated:
On a consolidated basis, revenue from operations was ?1677 lakh for the financial year ended 31st March, 2025 as against ?1855 lakh for the financial year ended 31st March, 2024. Profit for the financial year ended 31st March, 2025 was ?1773 lakh as against ?3504 lakh for the financial year ended 31st March, 2024.
There were no changes in the nature of business of the Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
DIVIDEND
The Board of Directors of your Company after considering the relevant circumstances and keeping in view the working capital requirements of the Company has not recommended any dividend for Equity Shares of the Company for the financial year 2024-2025.
RESERVES
During the year the Company has not transferred any amount to General Reserves.
SHARE CAPITAL OF THE COMPANY
During the financial year under review, there was no change in paid-up share capital of the Company. The paid-up equity share capital of your Company as on 31st March, 2025 was ?1,93,20,000 (Rupees One Crore Ninety Three Lakh Twenty Thousand only) divided into 96,600 equity shares of the face value of ?200 (Rupees Two Hundred) each fully paid-up.
RISK MANAGEMENT AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is regularly carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year 2024-2025 your Company had Associate Companies i.e., Hindustan Composites Limited and J. L. Morison (India) Limited. The Company had no subsidiary or joint venture company during the year under review.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Associate Company in Form AOC-1 is attached to the financial statements of the Company forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Sections 129 and 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has prepared Consolidated Financial Statements consolidating financial statements of its Associates i.e., Hindustan Composites Limited and J. L. Morison (India) Limited with its financial statements in accordance with the applicable provisions of Indian Accounting Standards ("IndAS").
The Consolidated Financial Statements along with the Independent Auditors Report thereon are annexed to and form part of this Report.
ANNUAL RETURN
Annual Return of the Company as on 31st March, 2025 in accordance with the provision of Section 92(3) read with the Section 134(3)(a) of the Companies Act, 2013 will be placed on the website of the Company athttp://www.rasoigroup.in/agm.php
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Retirement by rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the Company, Mrs. Shashi Mody (DIN: 00053887), Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment and your Board recommends her re-appointment as a Director liable to retire by rotation.
b) Key Managerial Personnel (KMP)
The Key Managerial Personnel of the Company are as follows:
| Mr. Naresh Patangi | Executive Director, Company Secretary & Compliance Officer |
| Dr. Sayantan Bandyopadhyay | Executive Director & Chief Executive Officer |
CORPORATE SOCIAL RESPONSIBILITY
The threshold limit as prescribed under Section 135(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the requirement of constitution of Corporate Social Responsibility committee is not applicable to the Company.
MEETINGS OF THE BOARD
During the financial year 2024-2025, the Board met 4 (Four) times viz. 10th June, 2024, 17th September, 2024, 30th November, 2024 and 3rd February, 2025. The intervening gap between any two consecutive meetings was within the period as prescribed under the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(C) read with Section 134(5) of the Companies Act, 2013 state that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis; and
(e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
PUBLIC DEPOSITS
During the financial year under review, the Company has not accepted or renewed any public deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. As on 31st March, 2025, there were no deposits which were unclaimed / unpaid and due for payment.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013
All contracts / arrangements / transactions entered by the Company during the financial year 2024-25 with related parties were in the ordinary course of business and on arms length basis and have been entered into based on considerations of various business exigencies, such as synergy in operations, their specialization and to further the Companys interests.
Pursuant to the provisions of Section 188(2) of the Act, the details of material related party transactions are given in the prescribed Form AOC-2 under Companies (Accounts) Rules, 2014 is annexed to this report as "Annexure A" and forms a part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 are given under Notes to the financial statements forming part of this Annual Report.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 and Rules made thereunder the Members of the Company, vide resolution passed in the 118th Annual General Meeting of the Company held on 26th September, 2022 have appointed M/s. Shah & Khandelwal, Chartered Accountants, (FRN:326992E) as the Statutory Auditors of the Company to hold office for a term of five years, from the conclusion of the 118th Annual General Meeting until the conclusion of the 123rd Annual General Meeting of the Company to be held in the year 2027.
SECRETARIAL AUDIT
The threshold limit as prescribed under Section 204(1) of the Companies Act, 2013 and Rules framed thereunder with respect to applicability of secretarial audit report is not applicable to the Company.
INTERNAL AUDITORS
The threshold limit as prescribed under Section 138(1) of the Companies Act, 2013 and Rules framed thereunder with respect to the requirement to appoint internal auditor is not applicable to the Company.
COST RECORDS AND COST AUDIT
The threshold limit as prescribed under Section 148(1) & (2) of the Companies Act, 2013 and Rules framed thereunder with respect to applicability of cost records and cost audit are not applicable to the Company.
EXPLANATIONS OR COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARKS BY STATUTORY AUDITORS
There are no qualifications, reservations or adverse remarks or disclaimer in the Auditors Report for the financial year 2024-2025. Further, the Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013.
COMPLIANCE OF SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed to this report as "Annexure-B".
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have any bearing on Companys operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically and used efficiently and are adequately protected.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 & 125 of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Government of India after the completion of seven years. Further, according to Section 124(6) of the Companies Act, 2013 read with the said rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, during the financial year 2024-2025, the Company has transferred 274 equity shares to the demat account of the IEPF Authority as per the requirements of the IEPF Rules.
In terms of the provisions of Section 124 & 125 of the Companies Act, 2013 and the Rules, during the financial year 2024-2025, an amount of ?33,660/- being unpaid and unclaimed dividend for the Financial Year 2016-2017 was transferred to the IEPF.
Further the unpaid and unclaimed dividend amount lying with the Company for Financial Year 2017-2018 is due for transfer to the IEPF in the month of September, 2025. The details of the same are available on the Companys website viz.www.rasoigroup.in
Mr. Naresh Patangi, Executive Director, Company Secretary and Compliance Officer of the Company is the Nodal officer to ensure compliance with the IEPF Rules.
PREVENTION, PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has complied with the provisions relating to the constitution of the Internal complaints Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2024-2025, there were no complaint filed before the said committee and there was no complaint pending at the beginning or end of the said financial year.
DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.
VALUATION OF ASSETS
During the financial year under review, there was no instance of one-time settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the year under report by the Companys bankers, customers, suppliers, shareholders and the Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees and workmen at all levels during the year under report.
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