Rex Sealing & Packing Industries Ltd Directors Report

To,

The Members,

REX SEALING & PACKING INDUSTRIES LIMITED

Mumbai

Your Directors hereby present the Annual Report of the Company together with Audited Statement of Accounts for the financial year ended March 31, 2023..

Review of operations:

The Company is predominantly into the business of Manufacturing of Sealing, Packing and Insulation products.

I. FINANCIAL RESULTS:

The Financial highlights are below:-

Financial Year ended -

AMOUNT IN (Rs. In lacs)

Particulars	31/03/2023	31/03/2022
Total Income	2,546.27	2115.68
Total Expenditure	2,493.59	2,066.83
Net Profit before Tax	52.68	48.85
Current Tax	1,724.00	33.64
Provision for Income Tax including short provision for earlier years	-	31.95
Deferred Tax	390.00	(12.43)
Net Profit After Tax	31.54	29.34
Profit( Loss) for the year	31.54	29.34
Profit(Loss) bought forward from previous year	626.36	757.02
Reserves	1032.90	626.36

Financial Performance:

During the year under review the company has carried out business and has registered a turnover of Rs. 2546.26 lacs as compared to the previous years turnover of Rs. 2115.67 lacs.

II. PUBLIC DEPOSITS

Your Company has not accepted any Deposits from the public falling within the ambit of Section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

III. DIVIDEND:

Your Directors do not recommend any dividend for the financial year.

IV. STATE OF AFFAIRS OF THE COMPANY:

Your Company with the approval of the shareholders and Ministry of Corporate Affairs vide certificate dated August 01, 2022 converted Rex Sealing & Packing Industries Private Limited into public limited Company. The Company name is now Rex Sealing & Packing Industries Limited ("the company").

Pursuant to the conversion, the Company undertook redesignation of its Board Members vide resolution dated August 01, 2022. The Company has also appointed 2 Independent Directors and a Company Secretary on August 08, 2022.

Further, as per the requirements of the Companies Act, 2013 and the SEBI (LODR), 2015, the Company has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee on August 08, 2022.

The Company applied for listing under the BSE SME segment for which the Company opened an IPO on 30^th December, 2022 for issue of 5,90,000 shares at a price of Rs. 135 per share and the shares were listed on the exchange on January 12, 2023. The Company has thereafter complied with all the regulatory requirements of SEBI.

V. MATERIAL CHANGES AND COMMITMENTS:

Apart from the changes disclosed, there are no material changes and commitments, affecting the financial position of the Company which has occurred between and at the end of the financial year of the Company i.e. March 31, 2023.

VI. SHARE CAPITAL

During the year 2022-23, the following changes took place in the share capital of the Company

1. Increase in the Authorized Share Capital from Rs 2,20,00,000 comprising of 22,00,000 equity shares of Rs 10 each to 2,50,00,000 divided into 25,00,000 equity shares of Rs 10 each and consequential changes in the Capital Clause of the MOA of the Company on August 01, 2022.

2. Issue 3,00,000 Equity Shares by way of Fresh Issue of Equity shares out of its Authorized Share Capital and an offer for sale to the extent of 2,90,000 Equity shares

Your Company has appointed M/s Bigshare Services Private Limited as Registrar and transfer agents. All the shares are currently held in de-mat mode by the shareholders.

Pursuant to the above changes, the details of Share Capital are as follows:

	April 01, 2022	March 31, 2023
Authorized Share Capital
Equity Shares of Rs 10 each (in lakhs)	220	250
Issued Subscribed Capital (Rs. In lakhs)
Equity Share Capital of Rs. 10 each	192	222
Total	192	222

VII. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s B.B.Gusani and Associates, (Chartered Accountants), Mumbai,

Statutory Auditors were appointed in the Annual General Meeting held on September 15, 2022 for a period of five years to hold office from the conclusion of the Extra Ordinary General Meeting held on 2022 until the conclusion of the Annual General Meeting to be held on 2027 subject to ratification of their appointment at every subsequent Annual General Meeting

As per the Companies Act, 2013 and rules there under applicable for companies a Firm (Practicing Chartered Accountant Firm) shall be appointed/re-appointed for a period of maximum two terms of five consecutive years.

Rotation is applicable to a listed company and following classes of companies excluding OPC and small companies:-

a. All unlisted companies having paid-up share capital of rupees ten crore or more;

b. All private companies having paid-up share capital of rupees fifty crore or more;

c. All companies having paid up capital below threshold limit mentioned in (a) and (b) above, but having public borrowings from financial institutions, banks or public deposits of rupees fifty crores or more.

Small Company is defined a company that is not a public company and has a paid-up share capital equal to or below Rs. 2 crore or such a higher amount specified not exceeding more than Rs. 10 crores.

Since your Company is a listed Company, the provisions for Rotation of Auditors are applicable.

VIII. EXPLANATIONS BY THE BOARD ON QUALIFICATION BY THE AUDITORS:

There are no qualifications issued by the Auditors for the period 2022-23.

IX. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2023 forms part of this report as "Annexure A".

X. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(a) Conservation of energy

The details of conservation of energy are annexed.

(b) Technology absorption

The activities of the company do not involve any technology absorption

(c) Foreign exchange earnings and Outgo

Foreign exchange earnings: Rs.1,23,61,057/- (Previous Year Rs. 64,05,203/)

Foreign exchange Outgo: Rs. 9,80,43,411/- (Previous Year Rs. 7,82,35,740/-)

(d) Expenditure on Research & Development: Rs. NIL (P.Y. NIL).

XI. DIRECTORS:

1. CHANGE IN DIRECTORSHIP OF THE COMPANY:

During the year (FY2022-23) under review, two new Independent Directors were appointed w.e.f. August 08, 2022 and the existing Directors were re-desginated we.f. August 01, 2022 as below:- The Company presently has six Directors.

Name of the Director	Date of Appointment	Remarks	Appointment approved by the shareholders EoGM dated
Mr. Manjunath Nayak	10/08/2005	Whole Time Director	August 03.2022
Mrs. Meeta Nayak	10/08/2005	Director (NonExecutive)	August 03.2022
Mr. Niranjan Nayak	10/08/2005	Whole Time Director	August 03.2022
Mr. Naresh Nayak	10/08/2005	Managing Director	August 03.2022
Ms. Priyanka Moondra Rathi	08/08/2022	Director (Independent Category)	August 19, 2022
Ms. Mayuri Bipinbhai Rupareliya	08/08/2022	Director (Independent Category)	August 19, 2022

The Board of Directors have appointed Mr. Niranjan Nayak as Chief Financial Officer of the Company w.e.f. August 01, 2022.

The Board of Directors have appointed Ms. Saloni Patwa as Company Secretary and Compliance Officer for the Company w.e.f. August 08, 2022.

Necessary forms in connection with the above have been filed with Ministry of Corporate Affairs.

2. BOARD MEETINGS:

During the year nine (9) Board Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the dates were as follows:

Dates of Board Meeting(s)	No. of Directors Attended
April 04, 2022	Four(4)
May 01, 2022	Four(4)
August 01, 2022	Four(4)
August 08, 2022	Four(4)
September 09, 2022	Six (6)
October 31, 2022	Four(4)
December 14, 2022	Four(4)
January 10, 2023	Four(4)
March 10, 2023	Four(4)

The Board has three committees viz. Audit Committee (AC), Nomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC). The attendance of Directors in the Board and Committee meetings during the year 2022-23 is given below:

a. Board Meetings

Name of the Director	No. of Board meetings attended
Mr. Manjunath Nayak	9
Mrs. Meeta Manjunath Nayak	9
Mr. Naresh Nayak	9
Mr. Niranjan Nayak	9
Ms. Priyanka Moondra Rathi	1
Ms. Mayuri Bipinbhai Rupareliya	1

b. Audit Committee

The Audit Committee has been constituted by the Board as per the provisions and terms of reference specified under Section 177 of the Companies Act, 2013 and Rules made thereunder. The Audit Committee comprised of the following members as on 31^st March, 2023:

Ms. Priyanka Moondra Rathi	Chairman
Ms. Mayuri Bipinbhai Rupareliya	Member
Mr. Naresh Nayak	Member

The Audit Committee meetings are convened generally once a quarter and also as and when considered necessary. As the requirement for constituting Audit Committee arose only on August 01, 2022, the Audit Committee met 3 times during the year under review on September 09, 2022, December 14, 2022 and March 10, 2023. There were no recommendations made by the Audit Committee which were not accepted by the Board. The attendance of the members of the Audit Committee during the year 2022-23 is given below:

Name of the Director	No. of Audit Committee meetings attended
Ms. Priyanka Moondra Rathi	3
Ms. Mayuri Bipinbhai Rupareliya	3
Mr. Naresh Nayak	3

c. Stakeholders Relationship Committee (SRC)

The Stakeholders Relationship Committee has been constituted under the provisions of Section 178 of the Companies Act, 2013. Presently, the committee comprises of Ms. Mayuri Bipinbhai Rupareliya (Chairman), Ms. Priyanka Moondra Rathi (Member) and Ms Meeta Nayak (Member).

During the year under review, one (1) meeting of the Committee have been held on 01^st February, 2023 to review the shareholding pattern as on 31^st January, 2023. The attendance of the members, at the meeting of the Committee is given below:

Name of the Director	No. of SRC meetings attended
Ms. Mayuri Bipinbhai Rupareliya	1
Ms. Priyanka Moondra Rathi	1
Mrs. Meeta Nayak	1

d. Nomination & Remuneration Committee (NRC)

The Nomination & Remuneration Committee has been constituted as per the provisions of Section 178 of the Companies Act, 2013 and Rules made thereunder. The terms of reference of the Committee inter alia include matters related to appointment of Directors/Key Managerial Personnel/ Senior Management Personnel and their remuneration, evaluation of the performance of the Directors, formulating criteria to determine the qualification, positive attribute and independence of the director.

The Committee presently comprises of Ms. Priyanka Moondra Rathi (Chairman), Ms. Mayuri Bipinbhai Rupareliya (Member) and Mrs. Meeta Nayak (Member).

During the year under review, one (1) meeting of the Committee have been held on December 14^th, 2022. The attendance of the members of the NRC for the Financial Year 2022-23 is as given below:

Name of the Director	No. of NRC meetings attended
Ms. Mayuri Bipinbhai Rupareliya	1
Ms. Priyanka Moondra Rathi	1
Mrs. Meeta Nayak	1

Board Evaluation

The annual evaluation of Directors, the Board and also the Committees was conducted without the Director being evaluated on the basis of certain criteria recommended by the Nomination and Remuneration Committee adopted by the Board.

Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their meeting without the participation of the Non-Independent Directors and Management, considered/ evaluated the Boards performance, Performance of the Chairman and other Non-Independent Directors. The Board have undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. This resulted in a full board effectiveness report and Directors feedback. This is further supported by Chairmans Annual Director Performance Review. The Board subsequently evaluated its own performance, the working of its committees and Independent Directors (without participation of the relevant Director).

Directors & KMP Independent Directors

The Independent Directors of the Company during the year were:

Sr Name No	Remarks
1. Ms. Priyanka Moondra Rathi	Appointed for a period of 5 years: August 08, 2022 to August 07, 2027
2. Ms. Mayuri Bipinbhai Rupareliya	Appointed for a period of 5 years: August 08, 2022 to August 07, 2027

The meeting of the Independent Directors was held on October 31^st, 2023 as per the terms of requirement of Schedule IV of the Act.

Independent Directors have furnished the Declaration of Independence stating that they meet the criteria of Independence as provided under Section 149(6) of the Act including any amendment thereof.

Executive Directors

Mr. Naresh Nayak was appointed as the Managing Director of the Company w.e.f August 08, 2022.

Mrs. Meeta Nayak, Director of the Company is retiring by rotation and the Board recommends the reappointment of Mrs. Meeta Nayak as the Director of the Company.

A brief profile of the directors proposed to be re-appointed at the AGM is provided in the Notice of the AGM which forms part of this Annual Report.

Remuneration to Directors

The Independent and Non-Executive Directors were paid sitting fees for attending the Board and Committee Meetings. The Executive Directors were paid remuneration as per the terms agreed in the Board Meeting.

Nomination and Remuneration Committee

Pursuant to Section 178(4) of the Act, the Board has adopted a policy on nomination and remuneration of the Board of Directors and Key Managerial Personnel and Senior Managerial Personnel of the Company as recommended by the Nomination and Remuneration Committee. The said policy has been enclosed as Annexure C and forms part of this report.

XII. RELATED PARTY TRANSACTIONS:

There contracts / arrangements / transactions entered by the Company during the financial year with related parties are disclosed in form AOC-2 that is attached as Annexure B.

XIII. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

1. That in the preparation of the annual financial statements for the year ended March 31, 2023; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual financial statements have been prepared on a going concern basis;

5. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

XIV. DISCLOSURES

1. Your Directors state that no disclosure or reporting is required in respect of the following items, as the same are either not applicable to the Company or relevant transactions or event have not taken place during the year under review:-

a. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

d. Provisions of Section 148 of the Companies Act, 2013 relating to Cost Audit is not applicable.

e. There are no subsidiaries and thus AOC-1 (salient features of subsidiaries) and Consolidated Financial Statements is not applicable

During the year the Company has paid Rs. 0.75 lacs towards Statutory Audit, Tax Audit, Taxation matter and other services including reimbursement of expenses as detailed below:-

	Rs. lakhs
Statutory Audit	0.75
Total	0.75

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has engaged M/s S.R Padhye and Co, Practising Company Secretary, Mumbai to conduct the secretarial audit for the Financial Year 2022-23.

The Secretarial Audit Report (in Form MR-3) is attached as Annexure-D to this report.

3. INTERNAL FINANCIAL CONTROLS

The Company has adopted policies and procedures to the extent required to ensure safeguard of assets, prevention of frauds, completeness of accounting records and timely preparation of reliable financial information.

The internal financial controls are reviewed periodically and its weakness found, if any is reported to Audit Committee from time to time.

4. INTERNAL AUDIT AND RISK MANAGEMENT

The Company had carried out a risk assessment exercise, which was facilitated by a well-known firm of consultants when certain risks were identified for the Company. A mitigation plan was also drawn up. The Audit Committee reviews risks from time to time and instructs the mitigation steps, if any, required to eliminate/ minimize the risk/s on on-going basis. The Audit Committee has additional oversight in the areas of financial risks and controls.

As per section 138 and other applicable rules (including any statutory modification) of the Companies Act 2013 the Company has appointed M/s DGMS & Co as Internal Auditors of the Company for the financial year 2022-23.

5. VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy which provides a platform to report unethical behaviour, actual or suspected fraud, concerns and grievances regarding violation of Code of Conduct of the Company.

The policy facilitates direct reporting of concerns to the Chairman of the Audit Committee. During the year, the Company did not receive any complaints.

XV. INTERNAL COMPLAINTS COMMITTEE UNDER THE PREVENTION OF SEXUAL HARRASSMENT AT WORK PLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013 (POSH ACT)

The Company has adopted an Anti Sexual Harassment Policy for prevention, prohibition and redressal of Sexual harassment, pursuant to the provisions of sexual harassment at work place (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Company pursuant to the aforesaid Act / Policy.

XVI. HUMAN RESOURCES

The Company understands that employees are vital and valuable assets. Your Directors place on record their sincere appreciation for the valuable contribution made by the employees across all levels of the organization.

XVII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

Your Directors state that in compliance of Section 186(4) of Companies Act 2013, there are no loans given, investment made or guarantee given or security provided under the provisions of Section 186 of the Companies Act, 2013.

XVIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As the Net worth / Turnover / Net worth of your Company is less than the threshold limit of Rs.500 crore / Rs.1000 crore./ Rs.5 crore respectively, Corporate Social Responsibility is not applicable for the Company.

XIX. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

FOR AND ON BEHALF OF THE BOARD

REX SEALING & PACKING INDUSTRIES LIMITED

Naresh Nayak	Niranjan Nayak
Managing Director	Whole Time Director and Chief Financial Officer
DIN: 0 0 347765	DIN: 02606926
Saloni Patwa
Company Secretary
M No. 67180
Place: Mumbai
Date: September 04, 2023