To,
The Members,
The Ravalgaon Sugar Farm Limited
Your Directors hereby present the Eighty Eighth (88th) Annual Report on the
Business and Operations together with the Audited Financial Statements of the Company for
the Financial Year ended March 31, 2023 ("FY 2022-23").
financial highlights:
The Companys financial performance for the year under review is summarized below:
(Rs. in Lakhs
| Particulars |
Year ended |
Year ended |
|
March 31, 2023 |
March 31, 2022 |
| Revenue from Operations |
966.54 |
745.39 |
| Other Income |
18.49 |
2.32 |
| Total Income |
985.03 |
747.70 |
| Total Expenses |
1,339.04 |
1,177.63 |
| Profit/(Loss) Before Exceptional Items and Tax |
(354.00) |
(429.93) |
| Exceptional Items |
124.30 |
635.58 |
| Profit/ (Loss) before Tax |
(229.71) |
205.65 |
| Less: Tax Expense |
|
|
| - Tax for Earlier Years |
0.18 |
0.86 |
| - Current Tax |
0 |
9.84 |
| Profit/(Loss) for the period |
(229.89) |
194.95 |
| Other Comprehensive Income (OCI) |
0 |
0 |
| Total Comprehensive Income/(Loss) |
(229.89) |
194.95 |
REVIEW OF OPERATIONS AND STATE OF THE COMPANY AFFAIRS:
The Financial Statements of the Company for the FY 2022-23, have been prepared in
accordance with the applicable Indian Accounting Standards (Ind AS) and the provisions of
Companies Act, 2013 (the Act").
During the year under review, the Company had total income of Rs. 985.03 Lakhs as
against Rs. 747.70 Lakhs in the previous year. The Loss before tax (after exceptional
items) was Rs. 229.71 Lakhs as against profit Rs. 205.65 Lakhs in the previous year. The
Loss after tax was Rs. 229.89 Lakhs as against profit Rs. 194.95 Lakhs in the previous
year.
Your Company is undertaking active efforts towards accelerating growth and is
optimistic about its financial performance in the future.
The Company operates in a single segment viz. Manufacturing of Confectionery. An
analysis of performance for the year including the major developments, if any, has been
included in the Management Discussion & Analysis Report, which forms a part of the
Annual Report.
CHANGE IN NATURE OF BUSINESS:
There was no change in nature of business carried on by the Company during the
financial year under review.
DIVIDEND:
In view of losses incurred, the Board of Directors of your Company has not recommended
any dividend for the FY 2022-23. TRANSFER TO RESERVES:
During the financial year under review, no amount has been transferred to the reserves.
SHARE CAPITAL:
Authorized Share Capital
During the FY 2022-23, there was no change in the Authorized Share Capital of the
Company. The Authorised Share Capital of the Company as on March 31, 2023 was Rs.
6,00,00,000/- (Rupees Six Crore Only) divided into 3,00,000 (Three Lakh) Preference Shares
of Rs. 100/- (Rupees One Hundred Only) each and 6,00,000 (Six Lakh) Equity Shares of Rs.
50/- (Rupees Fifty Only) each.
issued, Subscribed, Paid-up Share Capital
During the FY 2022-23, there was no change in the Issued, Subscribed and Paid up Share
Capital of the Company. The Issued, Subscribed and Paid-up Share Capital of the Company as
on March 31, 2023 was Rs. 34,00,000/- (Rupees Thirty-Four Lakhs Only) divided into 68,000
(Sixty-Eight Thousand) Equity Shares of Rs. 50/- (Rupees Fifty Only) each.
Further, during the year under review, the Company has not issued equity shares with
differential rights as to dividend, voting or otherwise.
PUBLiC DEPOSiTS:
During the FY 2022-23, the Company has not accepted any deposits from public/members
within the meaning of Section 73 and 76 of the Act read with Companies (Acceptance and
Deposits) Rules, 2014. However, the total amount of fixed deposit as at March 31, 2023 was
Rs. 5.05 Lakhs. There are no overdue deposits except unclaimed deposits amounting to Rs.
5.05 Lakhs, which is included in the aforesaid total amount of Fixed Deposits.
annual return:
Pursuant to Sections 92(3) and 134(3)(a) of the Act, a copy of the Annual Return of the
Company in Form MGT-7 for the FY 2022-23 is available on the website of the Company and
can be accessed at https://ravalgaon.in/corporate/annual-results.html
directors and KEY MANAGERiAL PERSoNNEL:
The Board of Directors ("the Board") as on March 31, 2023 comprises of 5
(Five) Directors out of which 3 (Three) are Independent Directors whereas 2 (Two) are
Executive Directors. The composition of the Board of Directors is as follows:
| Sr. No. |
Name of the Director |
Designation |
| 1. |
Mr. Harshavardhan B. Doshi |
Chairman & Managing Director |
| 2. |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
| 3. |
Mrs. Ramola Mahajani |
Independent Director |
| 4. |
Mr. Rajiv Jain |
Independent Director |
| 5. |
Mr. Subodh Mawalankar |
Independent Director |
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 2(51) and Section 203 of the Act, the following
are KMPs of the Company as on March 31, 2023:
| Sr. No. |
Name of the KMP |
Designation |
| 1. |
Mr. Harshavardhan B. Doshi |
Chairman & Managing Director |
| 2. |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
| 3. |
Ms. Ritu Gianani |
Company Secretary & Compliance Officer |
Retirement by rotation:
In accordance with the provisions of Section 152 of the Act read with the Companies
(Management and Administration) Rules, 2014 and in accordance with the Articles of
Association of the Company, Mr. Nihal Doshi (DIN: 00246749), Executive Director of the
Company, who is liable to retire by rotation at the ensuing Annual General Meeting
("AGM"), being eligible, offers himself for reappointment. The Board recommends
the re-appointment of Mr. Nihal Doshi as Director of the Company.
Re-appointment of Executive Director:
Mr. Nihal Doshi (DIN: 00246749), Executive Director of the Company will be completing
his present term on December 31, 2023. Based on recommendation of the Nomination &
Remuneration Committee, the Board of Directors in its meeting held on August 30, 2023 has
approved the re-appointment of Mr. Nihal Doshi for a term of 3 (three) years effective
from January 01, 2024 until December 31, 2026 subject to approval of members at the
ensuing AGM.
During the year under review, there has been no change in the composition of the Board
of Directors of the Company.
Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under
Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") and Secretarial Standard on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India (ICSI) is given in the Notice
forming part of this Annual Report.
Declaration from Independent Directors:
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations. There has been no change in
the circumstances which may affect their status as Independent Directors of the Company
and the Board is satisfied of the integrity, expertise and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board.
Further, in terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment & Qualification of Directors) Rules, 2014, as amended, and as per the
Ministry of Corporate Affairs Notification dated October 22, 2019 the Independent
Directors of the Company have included their names in the databank of Independent
Directors maintained with the Indian Institute of Corporate Affairs.
Remuneration to Non-Executive Directors:
During the financial year under review, the Non-Executive Directors (NEDs) of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses incurred by them for the purpose of
attending meetings of the Board/Committee of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, your
Directors, to the best of their knowledge and ability, confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
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 loss 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;
e. the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
f. 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.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL
DIRECTORS:
Board: In accordance with the criteria suggested by the Nomination and Remuneration
Committee, the Board of Directors evaluated the performance of the Board, with regards to
various criteria such as Board composition, Board processes and Board dynamics. The
Independent Directors, at their separate meeting held on February 10, 2023, also evaluated
the performance of the Board as a whole based on various criteria. The Board and the
Independent Directors were of the unanimous view that performance of the Board of
Directors as a whole was satisfactory.
Committees of the Board: The performance of the Audit Committee, the Nomination &
Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the
Board with regards to various criteria such as committee composition, committee processes
and committee dynamics. The Board was of the unanimous view that all the committees were
performing their functions satisfactorily and according to the mandate prescribed by the
Board under the regulatory requirements including the provisions of the Act, the Rules
framed thereunder.
Individual Directors: In accordance with the criteria suggested by the Nomination &
Remuneration Committee, the performance of each independent director was evaluated by the
entire Board of Directors (excluding the director being evaluated) on various parameters
such as qualification, experience, availability and attendance, integrity, commitment,
governance, independence, communication, preparedness, participation and value addition.
The Board was of the unanimous view that each independent director was a reputed
professional and brought his/her rich experience to the deliberations of the Board.
MEETINGS OF THE BOARD:
The Board met at regular interval to discuss and decide on affairs, operations of the
Company and to supervise and control the activities of the Company.
During the year under review, 4 (Four) Board Meetings were held i.e. on May 27, 2022,
August 11, 2022, November 14, 2022 and February 10, 2023. The intervening gap between the
two consecutive Board meetings did not exceed the period prescribed by the Act, Listing
Regulations, Secretarial Standard on Board Meetings (SS-1) issued by ICSI.
The details of attendance of the Directors at the meetings held during the year under
review is stated herewith:
| Sr. No. |
Name of Directors |
Designation |
No. of Board Meetings attended |
| 1 |
Mr. Harshavardhan B. Doshi |
Chairman & Managing Director |
4 |
| 2 |
Mr. Nihal Doshi |
Executive Director & Chief Financial Officer |
4 |
| 3 |
Mrs. Ramola Mahajani |
Independent Director |
4 |
| 4 |
Mr. Rajiv Jain |
Independent Director |
4 |
| 5 |
Mr. Subodh Mawalankar |
Independent Director |
3 |
COMMITTEES OF THE BOARD:
As required under the applicable provisions of the Act, the Company has constituted
following Committees of the Board viz.:
1. Audit Committee;
2. Stakeholders Relationship Committee; and
3. Nomination & Remuneration Committee.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of the
Act.
During the FY 2022-23, the Committee met 4 (Four) times i.e. on May 27, 2022, August
11, 2022, November 14, 2022 and February 10, 2023.
The composition of the Committee and attendance details for the meetings held during FY
2022-23, are as follows:
| Name of Director |
Designation |
No. of Meetings attended |
| Mr. Rajiv Jain |
Chairman |
4 |
| Mrs. Ramola Mahajani |
Member |
4 |
| Mr. Subodh Mawalankar |
Member |
3 |
| Mr. Nihal Doshi |
Member |
4 |
All members are financially literate and bring in expertise in the fields of finance,
accounting, development, strategy and management. During the year under review, all the
recommendations made by the Committee were accepted by the Board.
Mr. Rajiv Narendra Jain, Chairman of the Audit Committee was present at the last AGM of
the Company held on September 22, 2022. Ms. Ritu Gianani, Company Secretary &
Compliance Officer of the Company acts as the Secretary to the Committee. STAKEHOLDERS
RELATIONSHIP COMMITTEE AND ITS COMPOSITION:
The Composition of the Stakeholders Relationship Committee is in compliance with the
provisions of Section 178 of the Act.
The Committee is primarily responsible to review all matters connected with the
Companys transfer of securities and redressal of shareholders / investors / security
holders complaints.
During the FY 2022-23, the Committee met 1 (One) time i.e. on February 10, 2023.
The composition of the Committee and Attendance details of the meeting held during FY
2022-23, are as follows:
| Name of Director |
Designation |
No. of Meetings Attended |
| Mrs. Ramola Mahajani |
Chairperson |
1 |
| Mr. Rajiv Jain |
Member |
1 |
| Mr. Nihal Doshi |
Member |
1 |
All the recommendations made by the Committee during the year under review were
accepted by the Board.
Mrs. Ramola Mahajani, Chairman of the Stakeholders Relationship Committee was present
at the last AGM of the Company held on September 22, 2022.
Ms. Ritu Gianani, Company Secretary & Compliance Officer of the Company acts as the
Secretary to the Committee.
NOMINATION AND REMUNERATION COMMITTEE AND ITS COMPOSITION:
The Composition of the Nomination and Remuneration Committee is in compliance with the
provisions of Section 178 of the Act. During the FY 2022-23, the Committee met 1 (one)
time i.e. on August 11, 2022.
The composition of the Committee and attendance details of the meeting held during FY
2022-23, are as follows:
| Name of Director |
Designation |
No. of Meetings Attended |
| Mrs. Ramola Mahajani |
Chairperson |
1 |
| Mr. Rajiv Jain |
Member |
1 |
| Mr. Subodh Mawalankar |
Member |
1 |
Mrs. Ramola Mahajani, Chairman of the Nomination and Remuneration Committee was present
at the last AGM of the Company held on September 22, 2022.
Ms. Ritu Gianani, the Company Secretary & Compliance Officer of the Company acts as
the Secretary to the Committee. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION:
The Companys policy on Directors appointment including criteria for determining
qualifications, positive attributes and independence of a Director as well as policy
relating to Remuneration of Key Managerial Personnel and other employees and other matters
as provided in Section 178(3) of the Act, is appended as an Annexure I" to this
Report and the same is uploaded on the website of the Company and can be access at the
web-link:
https://www.ravalgaon.in/corporate/assets/policies/remuneration-policy.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards
against the victimization of employees who avail of the mechanism and provides direct
access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that
no personnel of the Company was denied access to the Audit Committee. The Whistle Blower
Policy aims at conducting the affairs in a fair and transparent manner by adopting highest
standards of professionalism, honesty, integrity and ethical behavior. The Policy is
available on the Companys website and can be accessed at:
https://www.ravalgaon.in/corporate/assets/policies/whistleblower-policy-vigil-mechanism.pdf
We affirm that no employee / director has been denied access to the Chairman of the
Audit Committee and that no complaints were received during the year under review.
RISK MANAGEMENT:
The Company has implemented a comprehensive Risk Management Policy aimed at proactively
identifying, analyzing, and mitigating risks that may impact its operations and
objectives. The Board of Directors consistently engages in a detailed exercise to identify
these risks and define appropriate measures for their control and mitigation, following a
well-defined procedure.
The Board and the Audit Committee periodically reviews the risks associated with the
Company and recommend steps to be taken to control and mitigate the same through a
properly defined framework.
The Risk Management Policy of the Company is available on the website and can be
accessed at: https://www.ravalgaon.in/corporate/assets/risk management policy rsfl.pdf
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 were no significant or material orders passed by any regulator or court or
tribunal that would impact the going concern status of the Company or have a material
bearing on the Companys operations in future.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:
The provisions relating to Corporate Social Responsibility under Section 135 of the Act
and Rules made thereunder are not applicable to the Company.
STATUTORY AUDITORS AND AUDITORS REPORT:
At the 86th AGM convened on September 28, 2021, the Members of the Company
had approved the appointment of M/s. Anil A. Masand & Co., Chartered Accountants (ICAI
Firm Registration No. 100412W), as the Statutory Auditors of the Company for a period of 5
(five) years commencing from the conclusion of the 86th AGM until the
conclusion of the 90th AGM. Accordingly, the first term of M/s. Anil A. Masand
& Co. as Statutory Auditors expires at the conclusion of the 90th AGM.
The Company has obtained written consent and a certificate from M/s. Anil A. Masand
& Co. confirming their compliance with the criteria specified under Section 141 of the
Act for the appointment of auditors. Additionally, the Certificate also verifies that
their appointment as auditors falls within the limits prescribed under Section 139 of the
Act.
During the year under review, the Statutory Auditors have confirmed that no instance of
fraud was reported to the Audit Committee, in accordance with Section 143(12) of the Act.
As a result, there are no detail to be disclosed under Section 134(3)(ca) of the Act.
The Statutory Auditors Report on the Financial Statements of the Company for the FY
2022-23, includes the following qualifications, reservations or remarks:
No provision has been made for the present value of the accrued Gratuity Liability and
valued actuarially by an independent actuary as at March 31, 2023 amounting to Rs. 292.88
lakhs (Previous year Rs. 276.6 lakhs) which constitutes a departure from the Indian
Accounting Standards on Employee Benefits (Ind AS 19) referred to in Section 133 of the
Act (refer note no. 24.1 of the financial statements). In our opinion, this has a
corresponding effect on the loss and Reserves and Surplus of the Company as at March 31,
2023.
Managements Reply:
Based on the above qualification in the Statutory Auditors Report by the Statutory
Auditors of the Company for the FY 2022-23, the Company has made the provision during the
Quarter ended June 30, 2023 of Rs. 116.19 Lakhs towards the gratuity payable. The said
amount of provision relating to prior years has been adjusted against the opening balance
of retained earnings as per Ind AS 8.
internal auditor:
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)
Rules, 2014, Mr. K.S. Gangwal, Chartered Accountant, Nashik (Membership No: 015228) was
appointed as the Internal Auditor of the Company in the meeting of the Board of Directors
held on November 14, 2022. His appointment is effective from the FY 2022-23 until he
expresses unwillingness to continue or the Board decides otherwise.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system, including compliances with operating systems, accounting procedures, and
policies and report the same to the Audit Committee periodically.
The management examines the internal auditors report and promptly implements
corrective actions within their respective areas to reinforce and enhance internal
controls.
SECRETARIAL AuDIToRS AND THEIR REPoRT:
Pursuant to the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had appointed M/s S. R. Padhye & Co., Practicing Company Secretaries (COP No. 1559),
as the Secretarial Auditors of the Company to undertake the Secretarial Audit for the FY
2022-23.
The Secretarial Audit Report for the said Financial Year is annexed to this report as
"Annexure II".
The Secretarial Audit Report for the FY 2022-23 contains the following observations:
| Sr. No. |
Compliance Requirement (Regulations / circulars / guidelines including
specific clause) |
Deviations |
Observations/Remarks of the Practicing Company Secretary |
| 1. |
SEBI (LODR) Reg. 33 and Section 133 Companies Act,
2013 |
No provision has been made for the present value of the accrued Gratuity
Liability as at March 31, 2023; as required to be valued by an independent actuary
amounting to Rs. 292.88 Lakhs. |
Departure from the Indian Accounting standards on Employee Benefits (Ind
AS 19) referred to in Section 133 of the Act (refer note no. 24.1 of the Financial
statements). |
| 2. |
SEBI (LODR) Reg. 33. |
Non-submission of the Declaration or the statement of Impact of Audit
Qualifications by Statutory Auditor. SEBI has levied a fine of Rs.
2,77,300 for the default as above |
1. Company complied with this requirement on Aug 16, 2021 by
resubmission of financial results with the requisite statement. 2. The
Company has made a representation on Aug 18, 2021 and again on Aug 23, 2021 for waiver of
fine of the said amount with a request -not to initiate the process of freezing the demat
account of promoters. |
|
|
|
3. The revert from SEBI/Stock exchange for acceptance of both requests
is awaited. |
Managements Response:
1. Based on the above qualification in the Secretarial Auditors Report by the
Secretarial Auditor of the Company for the FY 202223, the Company has made the provision
during the Quarter ended June 30, 2023 of Rs. 116.19 Lakhs towards the gratuity payable.
The said amount of provision relating to prior years has been adjusted against the opening
balance of retained earnings as per Ind AS 8.
2. Based on the above qualification in the Secretarial Auditors Report by the
Secretarial Auditor of the Company for the FY 202223, the Company complied with the
directions of the SEBI and Stock Exchange and has made a representation for waiver of fine
of the said amount with a request to not initiate the process of freezing the demat
account of promoters. However, the Company is awaiting response from both SEBI and Stock
Exchange.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Board has implemented comprehensive policies and procedures to ensure smooth and
effective conduct of its business operations. These policies cover various aspects,
including adherence to Company Policies, safeguarding of assets, prevention and detection
of frauds and errors, as well as ensuring the accuracy and completeness of accounting
records and timely preparation of reliable financial disclosures.
The Audit Committee in co-ordination with the Board evaluates the Internal Financial
Control Systems and strives to maintain the appropriate Standards of Internal Financial
Control. The details in respect of internal financial control and their adequacy are
included in the Management Discussion & Analysis Report, which forms part of this
Annual Report.
MAINTAINENCE oF CoST RECoRDS:
Pursuant to the provisions of Section 148(1) of the Act and rules made thereunder,
maintenance of Cost Records or Cost Audit was not applicable to the Company during the
year under review.
particulars of loans, guarantees and INVESTMENTS:
The particulars of Loans, Guarantees and Investments made by the Company, falling under
the purview of Section 186 of the Act, are given in the notes to the Financial Statements,
as included in this Annual Report.
PARTICuLARS oF CoNTRACTS oR ARRANGEMENTS WITH RELATED PARTIES:
All the contracts / arrangements / transactions entered by the Company during the FY
2022-23 with related parties were in the ordinary course of business and on an arms
length basis.
During the year under review, the Company had not entered into contract / arrangement /
transaction with related parties which is required to be reported in Form No. AOC-2 in
terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014.
The Company has made full disclosure of transactions with the related parties as set
out in Note No. 31 of Financial Statement, forming part of the Annual Report.
PARTICULARS OF LOANS ACCEPTED FROM DIRECTORS OR RELATIVES OF DIRECTORS:
During the year under review, no loans have been accepted from any director or their
relative.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this report as Annexure IN".
PARTICULARS OF CONSERVATION OF Energy, TECHONOLOGY ABSORPTION And FOREIGN EXCHANGE
EARNINGS And OuTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo for the year under review is annexed to this report as
"Annexure IV.
STOCK EXCHANGE:
The Equity Shares of the Company are listed on BSE Limited. The Company has paid the
Annual listing fees for the Financial Year 2023-24 to the said Stock Exchange.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
As on March 31, 2023, the Company does not have any Subsidiary, Associate and Joint
Venture Company. Therefore, the preparation of consolidated financial statements and the
statement containing salient features of the Subsidiary, Associate and Joint Venture
companies in Form AOC-1, as required under Section 129 of the Act, is not applicable to
the Company.
Furthermore, during the year under review, no Company ceased to be a Subsidiary,
Associate and Joint Venture of the Company.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT
RELATES AND THE DATE OF THE REPORT:
There have been no material changes and commitments affecting the financial positions
of the Company occurred between the end of the financial year to which this financial
statement relates and the date of this report.
COMPANYS POLICY ON PREVENTION OF INSIDER TRADING:
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT
Regulations"), as amended from time to time, the Company has formulated a Code of
Conduct for Insiders ("Code of Conduct") and the "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information"
("Code of Fair Disclosure") in line with the provisions of PIT Regulations. The
aforementioned Codes can be accessed on the website of the Company at:
https://www.ravalgaon.in/corporate/assets/policies/insider-trading-policy.pdf
Further, the Compliance Officer has received requisite disclosure from the Directors
and Designated Persons in compliance with the Code.
REPORT ON CORPORATE GOVERNANCE:
As per the Regulation 15(2) of Listing Regulations, the provisions related to Corporate
Governance, as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and
E of Schedule V, shall not apply to a listed entity having paid up Share Capital not
exceeding Rupees Ten Crores and Net-worth not exceeding Rupees Twenty-Five Crores, as on
the last day of the previous financial year.
As on the last day of the previous financial year, the paid up Share Capital and
Net-worth of the Company were below the threshold limits stated above. Therefore, the
Company is currently not required to comply with the above provisions of Corporate
Governance.
Consequently, the Report on Corporate Governance and Certificate regarding compliance
of conditions of Corporate Governance are not made a part of this Annual Report.
However, pursuant to the Regulation 34(2)(e) of Listing Regulations, Management
Discussion & Analysis Report is attached herewith as "Annexure V" and forms
an integral part of this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and
General Meetings respectively.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made
thereunder, the Company has in place a policy which mandates no tolerance against any
conduct amounting to sexual harassment of women at workplace. The Company has constituted
Internal Complaints Committee to redress and resolve any complaints arising under the POSH
Act. During the year under review, no complaint was received by the Committee on sexual
harassment.
disclosure IN RESPECT OF status OF APPLICATION OR PROCEEDING PENDING uNDER THE
INSOLVENCY AND BANKRuPTCY CODE, 2016:
During the year under review, no application was made or any proceedings were pending
against the Company under the Insolvency and Bankruptcy Code, 2016.
DISCLOSuRE RELATING TO DIFFERENCE BETWEEN AMOuNT OF THE VALuATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND VALuATION DONE WHILE TAKING LOAN FROM BANK OR FINANCIAL
INSTITuTIONS ALONG WITH THE REASONS THEREOF:
During the year under review, no such one-time settlement was done in respect of any
loan taken by the Company from Banks / Financial Institutions.
ACKNOWLEDGEMENT:
The Directors of Company express their heartfelt gratitude and appreciation to all the
stakeholders, including bankers, clients, employees, and the investing community, for
their unwavering assistance, cooperation, and support to the Company. We sincerely
acknowledge the contribution of every member of our organization, as their dedication and
efforts have been instrumental in our success.
We eagerly look forward to the continued support and collaboration of all stakeholders
in the future.
By order of the Board of Directors of The Ravalgaon Sugar Farm Limited
| Place: Mumbai |
Harshavardhan B. Doshi Chairman & Managing Director |
| Date: August 30, 2023 |
DIN:00688736 |
+91-9892691696
