Ravi Leela Gran Director Discussions


Dear Shareholders,

The Board of Directors of your Company have pleasure in presenting their 33rd Directors Report on the business and operations of the Ravileela Granites Limited along with the Audited Financial Statements for the Financial Year ended 31st March 2023.

FINANCIAL RESULTS:

The Company has prepared financial results in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013.

The financial performance of the Company for the financial year ended 31st March 2023 is summarized below:

(Rs. In Crore)

Particulars Year ended 31st March 2023 Year ended 31st March 2022
Revenue from Operations 29.61 31.01
Other Income 1.53 5.04
Total Income (1+2) 31.14 36.05
Total Expenses (Excluding Depreciation) 28.68 32.70
Depreciation & Amortization Expenses 2.06 1.95
Profit/ (Loss) before tax 0.40 1.39
Deferred tax 2.05 -0.20
Profit/(Loss) for the year after tax -1.65 1.59

The Audited Financial Statements of your Company as on 31st March, 2023, prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and provisions of the Companies Act, 2013 ("the Act"), forms part of this Annual Report.

HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:

• During the financial year ended on 31st March 2023, the Company recorded total income of Rs. 31.14 crores which is marginally lower as against the income of Rs 36.05 crores in the previous financial year and it has incurred a net loss of Rs. 1.65 crores as against a net profit of Rs. 1.59 crores in the previous financial year.

• Exports decreased by approximately 4% to Rs. 29.55 crores as compared to Rs. 30.88 crores in the previous year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT:

Unless as provided elsewhere in this Report, there were no significant material changes and commitments affecting financial position of the Company between 31st March 2023 and as on the date of this report.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company during the financial year.

AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

The Authorized Share Capital of the Company stands at Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs. 10/- each.

The issued share capital of the Company is Rs. 10,58,60,000/- divided into 1.05.86.000 equity shares of Rs. 10/- each.

The Paid-up Share Capital stands at Rs. 10,58,60,000/- divided into 1.05.86.000 equity shares of 10/- each.

There was no change in the share capital of the Company during the Financial Year.

RESERVES:

During the year under review the Company has incurred a loss of Rs. 1.64 crores and the same has been transferred to the reserve account.

DIVIDEND:

During the financial year under review, the Company has incurred losses and therefore no dividend has been recommended by the Board.

BOARD MEETINGS:

The Board of Directors duly met 5 (Five) times on 30th May 2022, 12th August 2022, 29th August 2022, 14th November 2022 and 13th February 2023 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

DEPOSITS:

During the financial year under review the Company has not accepted or renewed any deposits in pursuance of Chapter V Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS, COURTS, TRIBUNALS, IMPACTING THE GOING CONCERN BASIS OF THE COMPANY:

There were no significant material orders passed by regulators, courts, tribunals, impacting the going concern basis of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

RETIREMENT BY ROTATION:

Pursuant to provisions of Section 152 of the Companies Act, 2013, Mr. Parvat Srinivas Reddy (DIN: 00359139), Director will retire at this Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends his re-appointment. The relevant details including profile of Mr. Parvat Srinivas Reddy is included separately in the Notice of AGM forming part of this Annual Report.

On 31st July 2023 Late Sri. Sreeramakrishna Grandhi, Non-executive Independent Director on the Board of the Company and member of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, left for his heavenly abode. As the member of the Board and the Committees, his passion was evident in every decision he made.

His sudden demise is a big loss for the Company and the Board of Directors and the management of the Company expresses their deepest condolence to the aggrieved family members.

The Board of Directors has taken on record his contribution towards growth of the Company and appreciates his attributes of leadership, compassion, generosity, dedication and positive attitude.

CORPORATE GOVERNANCE REPORT:

The report on Corporate Governance as per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 is included as a part of this Annual Report. The requisite certificate from R & A Associates, Company Secretaries, confirming the compliance with the conditions of Corporate Governance is annexed to the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management discussion and analysis report as stipulated under Regulation 34 read with Schedule V, Part B of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report (Annexure-II).

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the schedule IV of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The Directors evaluation was broadly based on the parameters such as understanding of the Companys vision, objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed performance of non-independent directors, performance of the board as a whole and performance of the chairman after taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

ANNUALRETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Amendment Rules, 2021, a draft of an annual return in Form MGT-7 is uploaded on the website of the Company and the web link for the same is Web Link: http://ravileelagranites.co/Annual%20Return.html

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-section (7) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (lODr) Regulations, 2015.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

As required under Regulation 25(7) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, each newly appointed Independent Director is taken through a formal induction program including the presentation from the Managing Director on the Companys manufacturing, marketing, finance and other important aspects. The induction for Independent Directors include interactive sessions with Executive Committee members, Business and Functional Heads, visit to the manufacturing site etc.

POLICIES:

i. NOMINATION AND REMUNERATION POLICY:

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

ii. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower policy and has established Vigil Mechanism for employees including Directors of the Company to report genuine Concerns. The provisions of this Policy are in line with the provisions of Section 177(9) of the Act.

iii. POLICY ON BOARD DIVERSITY:

The Board on the recommendation of the Nomination & Remuneration Committee framed a policy on Board Diversity as required Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

iv. RISK MANAGEMENT POLICY:

The Board of Directors has adopted an Enterprise Risk Management Policy framed by the Company, which identifies the risk and lays down the risk minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

v. PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY:

The Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 on Preservation of the Documents to ensure safekeeping of the records and safeguard the documents from getting manhandled, while at the same time avoiding superfluous inventory of documents.

vi. POLICY ON DISCLOSURE OF MATERIAL EVENTS/ INFORMATION:

The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

vii. POLICY ON RELATED PARTY TRANSACTIONS:

The Board of Directors has adopted a Policy on materiality of and dealing with related party transactions. No material contract or arrangements with related parties were entered into during the year under review.

Your Companys Policy on Related Party Transactions as adopted by your Board can be accessed on the Companys website.

viii. INSIDER TRADING POLICY:

The Board of Director has adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines & procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as well as the consequences of the violations. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain highest ethical standards of dealing in Companies shares.

The Insider Trading policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for preventing insider trading, same is available on our website.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had 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 as at 31st March 2023, and Profit and Loss Statement of the Company for that period; ;

c) the directors had 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 had prepared the annual accounts for the financial year 31st March 2023 on a going concern basis;

e) 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; and

f) 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.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES:

The Company has no subsidiaries, joint ventures or associate companies during the financial year under review.

PARTICULARS OF EMPLOYEES:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees are drawing Rs. 8,50,000/- and above per month or Rs. 1,02,00,000/- and above in aggregate per annum, the limits prescribed under Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014.

The details pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the list of top ten employees in terms of remuneration drawn is annexed herewith this report (Annexure-III).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE COMPANIES ACT, 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:

There were no frauds reported by the auditors as per Section 143(12) of the Companies Act, 2013.

STATUTORY AUDITORS:

The members of the Company in accordance with provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder had passed a resolution in the AGM held on 29th September 2022 for appointment of M/s. K Vijayaraghavan & Associates LLP, Chartered Accountants (ICAI Firm Registration Number S200040) as Statutory Auditors of the Company for a period of 5 years to hold office up to the conclusion of 37th AGM of the Company.

INTERNAL AUDITORS:

In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company had appointed M/s. Suresh Babu & Co., Chartered Accountants, Hyderabad as the Internal Auditor of the Company.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. R & A Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for Financial Year 2022-23. The Report of the Secretarial Audit carried out is annexed herewith. (Annexure-IV).

AUDIT REPORTS:

a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditors Report on the Accounts for the year ended 31st March 2023 and has noted that the Auditors Report does not contain any qualification, reservation or adverse remark.

The Auditors Report is enclosed with the financial statements in this Annual Report.

b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013 and has noted that there were no qualified opinion.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Section 134 of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

(Amounts in Rupees)

Power: 2022-23 2021-22
No. of Units consumed 10,11,925 12,44,976
Unit Rate (Rs.) 10.61 9.01
Total Amount (Rs.) 1,07,34,962 1,12,19,094
Fuel:
No. of Units Consumed (Ltrs) 400 800
Unit Rate (per Ltr.) (Rs.) 98.78 97.99
Total Amount (Rs.) 39510 78,391

B. Technology absorption is not applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

The Foreign exchange out go and Earnings are as follows:

(Amount in Rupees in Crore)

Earnings: 2022-23 2021-22
Exports FOB 29.55 30.88
Foreign Exchange Outgo:
Import of RM, Consumables, Spares Capital goods and Foreign Travelling 2.45 2.44

CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company is not required to constitute a Corporate Social Responsibility Committee and formulate policy on Corporate Social Responsibility as it does not fall within purview of Section 135(1) of the Companies Act, 2013 i.e. the Company does not have the net worth of Rs. 500 Crore or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during the immediately preceding financial year.

SECRETARIAL STANDARDS:

During the financial year under review, your Company has complied with all the applicable provisions of Secretarial Standard (SS) - 1 and Secretarial Standard (SS) - 2 issued by the Institute of Company Secretaries of India (ICSI).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, Guarantees or made any investments during the financial year under review. The Company continues its investment in 15,11,000 Equity Shares of Rs. 10/- each of B2B Software Technology Limited.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has adequate Internal Financial Control (‘IFC) procedures commensurate with its size and nature of business in alignment with the requirement of Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to IFC.

The Company has appointed in-house Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans along with critical internal audit findings presented by internal auditors, status of implementation of audit recommendations, if any, and adequacy of internal controls.

The Board reviews the effectiveness of controls documented as part of IFC framework, and take necessary corrective and preventive actions wherever lapses are found on the basis of such reviews. No significant events had been identified during the year that have materially affected, or are reasonably likely to materially affect our IFC. The Statutory Auditors of the Company has audited the IFC with reference to Financial Reporting and their Audit Reports is annexed to the Independent Auditors Report under Financial Statements.

RISK MANAGEMENT POLICY:

Risk Management is an integral part of our strategy for stakeholders value enhancement and is embedded into governance and decision-making process across the Policy to ensure effective responses to strategic, operational, financial and compliance risks faced by the Organization.

As per Risk Management Policy all the risks are discussed in detail with the functional heads to identify, evaluate, monitor and minimize the identifiable business risk in the Organization. The Risk Management Committee meets periodically to assess and deliberate on the key risks and adequacy of mitigation plan. Inputs from risk assessment are also embedded into annual internal audit programme. Key risks and mitigation measures are summarized in Management Discussion and Analysis section of the Annual Report.

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well-structured risk management process.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at http://www.ravileelagranites.coJ

Your Directors draw attention of the members to Note number 39 of the Notes to accounts attached to the financial statement which sets out related party disclosures.

DISCLOSURE ABOUT COST AUDIT:

The Company is not required to maintain cost records as stated under section 148 of the Companies Act, 2013.

NON-EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors except Mr. Parvat Srinivas Reddy being a spouse of Mrs. Parvatha Samantha Reddy and to the extent shares held by him has any pecuniary relationship or transactions with the Company which in the judgment of the Board may affect the independence of the Directors.

POLICY ON SEXUAL HARASSMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company regularly conducts awareness programmes for its employees.

DISCLOSURE PERTAINING TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

During the Financial year ended 31st March, 2023 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment and the Company has constituted an Internal Complaints Committee.

Committee:

Name Designation
Mrs. Parvatha Samantha Reddy Whole-time Director and CFO
Mrs. S. Madhavi Deputy Manager - Exports
Dasaripalla Joji External Member

All employees are covered under this policy. During the year 2022-23, there were no complaints received by the committee.

APPRECIATION & ACKNOWLEDGEMENT:

The Board of Directors are pleased to place on record their appreciation of the co-operation and support extended by the Financial Institutions, Banks and various State and Central Government Agencies.

The Board would also like to thank the Companys shareholders, customers, suppliers for the support and the confidence which they have reposed in the management. Finally, the Board appreciates and value the contributions made by the employees at all levels for their hard work, solidarity, co- operation and support.

For and on behalf of the Board of Ravileela Granites Limited
Sd/-
Parvatha Samantha Reddy
Whole-time Director and CFO DIN:00141961
Address: H. No. 7-1-214/12
Ameerpet Begumpet,
Place: Hyderabad Secunderabad-500016,
Date: 14th August 2023 Telangana, India