real strips ltd share price Directors report

To

The Members

Pursuant to an application filed by M/s Raajratna Metal Industries Limited before the Honble National Company Law Tribunal, Ahmedabad Bench ("NCLT") in terms of Section 7 of the Insolvency and Bankruptcy Code, 2016 read with the rules and regulations framed thereunder ("Code"), the NCLT had admitted the application and ordered the commencement of corporate insolvency resolution process ("C1R process") of the Real Strips Limited ("Company"/ Corporate Debtor) vide its order dated March 9, 2021 ("Admission Order").The NCLT had, pursuant to the Admission Order, appointed an interim resolution professional (IRP) for the Corporate Debtor vide its order dated March 9, 2021. In terms of the Admission Order, inter alia, the management of the affairs of the Corporate Debtor was vested with the IRP.

Thereafter, in the first meeting of committee of creditors held on 08th April, 2021 the members of the Committee of Creditors approved the appointment of the Mr. Ramchandra Dallaram Choudhary having 1BBI No: 1BB1/1PA- 001/1P-P00157/2017-2018/10326 as Resolution Professional (RP) to carry out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto. Further, in accordance with the provisions of section 23 of the 1BC, 2016, the resolution professional shall conduct the entire corporate insolvency resolution process and manage the operations of the corporate debtor during the corporate insolvency resolution process period.

As per the requirement of the "IBC, 2016" and "CIRP Regulations" Resolution Professional has invited expression of Interested (EOI) from prospective Resolutions Applicants (PRAs) to submit the Resolution Plan for the Company. The resolution plan received was placed in the third meeting of CoC held on June 25, 2021 and the same was approved by all the members of the CoC with requisite majority through the e-voting process. Accordingly, the Resolution Professional has filed an application for approval of resolution plan under Section 30(6) read with Section 31 of the Insolvency and Bankruptcy Code, 2016 and read along with the Regulation 39(4) of the Insolvency and Bankruptcy Board of India (Insolvency Process of Corporate Persons) Regulations, 2016 and the same is pending before the Honble NCLT, Ahmedabad Bench.

1. FINANCIAL HIGHLIGHTS

Particulars	2020-2021 (Rs. In Lacs)	2019-2020 (Rs. In Lacs)
Income for the Year	12503.01	10248.67
Profit / (Loss) before interest, depreciation and tax (PBIDT)	(7.97)	1908.07
Less:
Financial Expenses	968.22	937.58
Depreciation	365.58	391.75
Profit / (Loss) before tax	(1341.77)	578.74
Provision for Taxation Current Income Tax, MAT Credit Lapsed, Tax on Settlement, Earlier Tax	57.86	113.60
Profit / (Loss) after tax	(1399.63)	465.14
Profit / (Loss) available for appropriation	(1399.63)	465.14

The Company has an adequate Internal Financial Control System, commensurate with the size, scale and complexity of its operations.

2. Corporate Insolvency Resolution Process

The RP under Section 13 of the Code read with Regulation 6 of the Corporate Insolvency Resolution Process (CIRP) Regulations had issued a public announcement as prescribed in Form A on March 11, 2021 for attention of the creditors of your Company to submit their claims against your Company. The RP, on receipt of the claims from the creditors has prepared a list of creditors including Financial, Operational, Workmen & Employees and Other Creditors along with their security Interest therein pursuant to Regulation 13(2)(c) of the CiRP Regulations and such list of creditors has been made available to the stakeholders of your Company on your Companys website. The claims have been admitted based on the information available in the books of accounts and records available with your Company and the information provided by the respective creditors in this regard.

The RP after preparing the list of claims of the creditors of the claims has constituted the Committee of Creditors (COC) of your Company u/s 21 of the Code read with Regulation 17 of the CIRP Regulations. The Committee of Creditors is comprised of financial creditors of your Company as per Section 21 of the Code read with Regulation 17 of the CIRP Regulations. The RP has conducted three meeting of Committee of Creditors since initiation of CIRP till the date of this Report.

3. Dividend

With a view to conserve the resources of the company, the Directors do not recommend any dividend on the equity shares.

4. COVID-19

The outbreak of deadly COVID-19 virus and the ensuing lockdowns and restrictions imposed across the country affected operations of the Company. Our business continuity plan was put in motion and was tested during this period. The lockdown gave India time to make a concerted effort to flatten the outbreak curve towards the end of the first quarter, after which the demand picked up due to opening of the economic activities across the nation. The company also conducted its first virtual AGM as permitted under relevant regulations with seamless attendance and voting facilities.

5. Industrial Relation

Industrial relations remained cordial throughout the year. Its is place on record deep appreciation of the contribution made by the employees at all levels.

6. Performance/ Statement of Companys Affairs

Members are aware that as report in the previous year, the first quarter of year was significantly effected due to Covid-19. Company was effectively working from the second quarter onward and archive the significant working in second, third and fourth quarter.

7. Corporate Social Responsibility

Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are require to spend 2% of its average net profit of 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 covered under section 135 of the companies Act 2013 and the Rules framed thereunder for the financial year under report. The Company has constituted a Corporate Social Responsibility [CSR] Committee and has framed a CSR Policy. The Annual Report on CSR activities is annexed to this Report as "Annexure A".

8. Disclosure under Companies Act 2013

(i) Share Capital

The paid up equity capital as on March 31, 2021 was Rs. 598 Lakh. During the year under review. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity nor bonus share.

(ii) Board Meetings

During the year 2020-21, prior to supersession of Board of Directors by the Honble NCLT, 5 [Five) Board Meetings were convened and held. The intervening gap between the said Board Meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements) Regulations, 2015. A calendar of Meetings is prepared and circulated in advance to the Directors.

SR. NO.	DATE	SR. NO.	DATE
1	25/06/2020	4	12/11/2020
2	29/07/2020	5	13/02/2021
3	12/09/2020

(iii) Independent Directors Meeting

During the year 2020-21, prior to supersession of Board of Directors by the Honble NCLTthe Independent Director met on 13.02.2021, without attendance of Non-Independent Directors and members of the Management. The Directors reviewed performance of the Non-Independent Directors and the Board as whole; the performance of the chairman of the company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

(iv) Audit Committee Meeting

During the year 2020-21, prior to supersession of Board of Directors by the Honble NCLT, Audit Committee met 4 [Four) times on July29, 2020, September 12 2020, November 12, 2020 and February 13, 2021. The intervening gap between two meetings did not exceed four months.

Name	Category	No. of Meetings during the year
		Held	Attended
Amol Rohitbhai Dalai	Independent Director	4	4
Prakashraj Sheshmalji Jain	Joint Managing Director	4	4
Pawankumar Ridhkaran Murarka	Independent Director	4	4

The Chief Financial Officer and representatives of Statutory Auditors are invited to the meetings of the Audit Committee.

The Committee discharges such duties and functions generally indicated in Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time.

(v) Nomination & Remuneration Committee

During the year 2020-21, prior to supersession of Board of Directors by the Honble NCLT Nomination & Remuneration Committee met one times on February 13, 2021.

The composition of the Nomination & Remuneration Committee and details of meetings attended by the members are given below:

Name	Category	No. of Meetings during the year
		Held	Attended
Amol Rohitbhai Dalai	Independent Director	1	1
Alpa Ashesh Shah	Independent Director	1	1
Pawankumar Ridhkaran Murarka	Independent Director	1	1

(vi) Stakeholders Grievance Committee

During the year 2020-21, prior to supersession of Board of Directors by the Honble NCLT Stakeholders Grievance Committee met 4 (Four) times on July 29, 2020, September 12, 2020, November 12, 2020 and February 13,2021.

The composition of the Stakeholders Grievance Committee and details of meetings attended by the members are given below:

Name	Category	No. of Meetings during the year
		Held	Attended
Amol Rohitbhai Dalai	Independent Director	4	4
Pawankumar Ridhkaran Murarka	Independent Director	4	4
Prakashraj Sheshmalji Jain	Joint Managing Director	4	4

Statement on declaration given by independent director

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the Companies Act, 2013 and the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vii) Particulars of loans, guarantees or investments:

The company has neither given any loans or guarantees nor made investments covered under the provisions of section 186 of the Companies Act, 2013.

9. Risk management

The Company has a Risk Management Committee to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

10. Internal Control System

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system and Internal Financial control in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

11. Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

12. Directors and Key Managerial Personnel

M/s Raajratna Metal Industries Limited (Financial Creditor) filed a petition before the Honble National Company Law Tribunal (NCLT), Ahmedabad Bench under section 7 of The Insolvency and Bankruptcy Code, 2016 (IBC, 2016) read with the rule 4 of the Insolvency and Bankruptcy Code (Application to the Adjudicating Authority) Rules, 2016 to initiate corporate insolvency resolution process against the Company (Corporate Debtor). On March 9, 2021, the Honble NCLT, Ahmedabad Bench had admitted the petition filed by financial creditor for initiation of Corporate Insolvency Resolution process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC) and appointed Mr. Ramchandra Dallaram Choudhary as the Interim Resolution Professional (IRP).

Thereafter, in the first meeting of committee of creditors held on 08th April, 2021 the members of the Committee of Creditors approved the appointment of the Mr. Ramchandra Dallaram Choudhary having IBBI No: IBBI/IPA-001/IP-P00157/2017-2018/10326 as Resolution Professional (RP) to cany out the functions entrusted by the provisions of the Insolvency and Bankruptcy Code, 2016, Rules and Regulations thereto. Further, in accordance with the provisions of section 23 of the IBC, 2016, the resolution professional shall conduct the entire corporate insolvency resolution process and manage the operations of the corporate debtor during the corporate insolvency resolution process period.

Accordingly, your Company is presently undergoing CIRP under the provisions of the Code along with the Regulations and Rules there under.

The Board of Directors of your Company as at March 09, 2021(i.e. the date of supersession of the erstwhile board of directors) consisted of 5 Directors, out of which 3 were Independent Directors.

The following changes occurred in the composition of the erstwhile Board of Directors and Key Managerial Personnel during the financial year under review and until the date of this Report.

• Mr. Amritlal Kataria resigned as director of the Company w.e.f. 26/10/2020.

Members of your Company at the 29^thAnnual General Meeting (AGM) held on 26^th September, 2020 had approved the appointment of the following as directors.

• Mr. Prakashraj Sheshmalji Jain (DIN: 00435076], Director who retired by rotation at the said AGM and being eligible, offered himself for re-appointment and was re-appointed.

All these directors were superseded by The Honble NCLT, Ahmedabad Bench as explained earlier in the Report

13. Remuneration Policy

• Remuneration to Non-Executive Directors

At present the Company does not have the policy of payment of remuneration to non-executive directors except by way of sitting fees for attending the meeting of the Board or a committee thereof.

• Remuneration to Executive Directors

The Company has credible and transparent policy in determining and accounting for the remuneration of Executive Directors. Their remuneration is governed by external competitive environment, track record, potential, individual performance and performance of the Company as well as Industrial Standards. The remuneration determined for the Executive Directors is subject to the approval of Remuneration Committee of the Board of Directors.

14. Director responsibility Statement

The financial statements of your Company for the financial year ended March 31, 2021 have been taken on record by the RP while discharging the powers of the erstwhile Board of Directors of your Company which were conferred upon him by the the Honble NCLT Vide its order dated 09.03.2021to run your Company as a going concern during CIRP. Hence the financial statements for the year ended March 31, 2021 have been prepared on "going concern" assumptions.

With respect to the financial statements for the financial year ended March 31, 2021, the RP has signed the same solely for the purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:

The audited financial statements for FY 2020-2021 have been prepared by the management of the Company. The Resolution Professional has however not authenticated the correctness of the financial statements for the FY 2020-2021 in all respect including but not limited to the Company Act, 2013 and the Income Tax Act, 1961, especially when they belong to the period before appointment of the undersigned i.e. before 09th March, 2021.Further, since March 25, 20201ockdown was imposed in the Country on account of COV1D-19 causing a complete shutdown of offices.

In certain instances, the amount of the claim admitted or to be admitted by the RP under CIRP process may differ from the amount reflecting in the books of accounts of your Company. The audited financial statements are drawn on the basis of figures appearing in the books of accounts ofyour Company as on March 31, 2021.

The RP has signed the financial statements solely for the purpose of compliance and discharging his duties during CIRP period of your Company and in accordance with the provisions of the 1BC, read with the regulations and rules there under, and based on the explanations, clarifications, certifications, representations and statement made by the existing staff of your Company in relation to the data pertaining to the period prior to the joining of the present management and does not have knowledge of the past affairs, finances and operations of your Company.

15. Public Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

16. Related Party Transaction

No related party transactions that were entered into during the financial year. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, the disclosure of related party transaction as require under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

17. Significant material orders passed by the Regulators/ Courts.

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

18. Auditors

(i) Statutory Auditor

M/s. Hitesh Prakash Shah & Co., (Firm Registration No. 127614W), Chartered Accountants was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 22^nd September, 2017 for a term of 5 (Five) consecutive years.

The modified Report given by the Auditors on the financial statements of the Company is part of the Annual Report

The observations and comments, if any appearing in the auditors Report are self-explanatory and do not call for any further explanation/clarification.

(ii) Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Shri Ashwin Shah, a company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B".

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report.

(iii) Cost Auditor

M/s N. D. Birla & Co., Cost Accountants as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year 2021-22.

19. Annual Return

The Annual Return of the Company as on 31st March, 2021 is available on the website of the Company at https://www.realstrips.com

20. Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

21. Transfer to Investor education and protection fund

The Company has been transfer Rs. 86,932/- [Rupees Eighty Six thousand Nine hundred thirty two Only] in the financial year 2020-21 to the investor education and protection fund established by the Central Government, in Compliance with Section 125 of the Companies Act, 2013 for the unpaid dividend of the year 2012-13.

22. Energy conservation, technology absorption, foreign exchange earnings and outgo.

As required under section 134 [3] [m] of the Companies Act, 2013 and the rules made therein, the concerned particulars related to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given, in "Annexure-C", which is attached here to and forms part of the Directors Report

23. Corporate Governance & Management Discussion and Analysis Report

Corporate Governance as stipulated in regulation 15 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 is not mandatory, for time being, in respect of Companies having paid up equity share capital not exceeding is Rs. 10 Crore and net worth not exceeding Rs. 25 Crore as on 31^st March, 2020. In view of this the Company is not required to give Corporate Governance Report. Management Discussion and Analysis Report forms part of this report and it is enclosed as "Annexure-D".

24. Particulars of employees

The information required pursuant to Section 197 read with rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 in respect of employees of the Company, will be provided upon request In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

25. Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace [Prevention, Prohibition &Redressal] Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committee [ICC] which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

26. Acknowledgement

Your Directors express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, bankers, financial institutions, regulatory bodies, government Authorities, debenture trustee and other business constituents during the year under review. The Directors express their sincere thanks to the Resolution Professional and Committee of Creditors of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.

By the order of Resolution Professional

Ramcharan Beriwala

CFO

Place: Ahmedabad

Date: 01.09.2021