rudra global infra products ltd Directors report

To,

The Members

Rudra Global Infra Products Limited

Your Directors are delighted to present Thirteenth Annual Report on the business and operations of your Company together with the Audited Financial Statement of the company for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE;

A summary of the Companys Financial Results for the Financial Year 2022-23 is as under:

(Rs in Lakhs)

RESULTS	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Total Revenues	45194.95	35096.01	45194.94	35096.01
Total Expenditure except Dep. & Financial Cost	42054.79	32075.27	42055.59	32075.94
Profit before Depreciation, Financial Cost & Tax	3140.16	3020.74	3139.35	3020.07
Less: Depreciation and Amortization	527.68	551.34	527.82	551.54
Profit before Financial Cost & Tax	2612.48	2469.40	2611.53	2468.53
Less: Financial Cost	1462.61	1645.00	1462.61	1644.99
Profit/(Loss) before Exceptional Items and Tax	1149.87	824.40	1148.92	823.54
Exceptional Items	(226.75)	-	(227.26)	-
Profit/ (Loss) Before Tax	1376.62	824.40	1376.18	823.54
Less: Taxation	(11.83)	(19.80)	(11.83)	(19.79)
Profit after tax for the year	1388.45	844.20	1388.01	843.33

2. RESULTS OF OPERATIONS;

During the financial year 2022-23, the total revenue of the company increased by 28.76% over the previous year. At Standalone level, the Total Revenue of the Company Rs. 45194.95 Lakh during the year under review as compared to revenue of Rs. 35096.01 Lakh in the previous financial year. The Net Profit for year of Rs. 1388.45 Lakh as against Net profit of Rs. 844.20 Lakh in the previous year;

3. DIVIDEND;

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2022-23.

4. TRANSFER TO RESERVES;

During the financial year 2022-23, the Company propose to be kept Rs. 1442.82 Lakh in the Retained Earning of Other Equity.

5. SHARE CAPITAL;

The paid up share capital of the company as on March 31, 2023 stood at Rs. 2508.59 Lakh. During the year under review, the Company had not issued any shares with differential voting rights nor had granted any stock options or sweat equity. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

6. LISTING OF SHARES;

All the equity shares of Company are listed on the BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai - 400 001 and listing fees for the year 2022-23 has been paid.

7. DEMATERIALIZATION OF SHARES;

The Company executed Tripartite Agreement dated June 16, 2015 with the depositories, national Securities Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For the purpose, the company has appointed Karvy Computershare Pvt. Ltd (Currently Known as: - KFin Technologies Ltd) as a Registrar and Share Transfer Agent.

8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS;

The Management has taken various measures to control the cost and to increase the turnover and profitability and are hopeful, barring unforeseen circumstances, to achieve better results.

Directors are Pleasure to inform that, in the recent expansion, the company successfully conducted trial runs of the new rolling mill across all product sizes. This led to a doubling of TMT Bars manufacturing capacity, from 1.2 lakh tons to 2.4 lakh tons per annum. As a direct result, the company can achieve higher production and realize a significant increase in turnover and profitability of the Company.

9. CORPORATE GOVERNANCE;

Detailed Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as an "Annexure-I".

10. DEPOSITS;

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

11. DIRECTORS RESPONSIBILITY STATEMENT;

To the best of their knowledge, 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:

a) In the preparation of the annual accounts for the financial year 2022-23, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) They 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 statement of profit and loss of the company for the financial year.

c) They have taken proper and sufficient care 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.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Report on Management Discussion and Analysis Report is annexed herewith as an "Annexure-II".

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO;

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as an "Annexure-III" to this Report.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;

In accordance with the requirements of Section 135 of Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report forming part of this report and marked as "Annexure-I".

The Company has also formulated a Corporate Social Responsibility Policy. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure-IV" to this Report.

14. 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 Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

o The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. o In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

15. CHANGE IN NATURE OF BUSINESS;

There is no change in nature of business of the Company during the year under review but your boards of directors are delighted to inform you that, the Company has expanded its products.

16. EXTRACT OF ANNUAL RETURN;

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.rudratmx.com/.

17. SIGNIFICANT AND MATERIAL ORDERS;

There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON MARCH 31, 2023;

Sr. No. Name of Director	Designation
1. Mr. Ashok Kumar Gupta	Chairman and Director
2. Mrs. Shamarani Gupta	Woman Director
3. Mr. Sahil Ashok Gupta	Managing Director
4. Mr. Vinodkumar Jangid	Independent Director
5. Mr. Parth Paragbhai Vora	Independent Director
6. Mr. Anish Rajendrakumar Gupta	Independent Director
6. Mr. Vivek Tyagi	Chief Executive Officer (CEO)
7. Mr. Vimal Dattani	Company Secretary
8. Mr. Mayur Nagar	Chief Financial Officer (CFO)

19. MEETING OF THE BOARD AND AUDIT COMMITTEE;

The details of the number of Board and Audit Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013;

During year under review, Particulars of Loan, Guarantees or investment made under section 186 of the Companies Act, 2013 is mentioned in balance Sheet of the Company.

21. STATUTORY AUDITORS AND AUDITORS REPORT;

Auditors Report for FY 2022-23 signed by M/s. S. D. P. M. & Co. (Formerly Known as Sunil Dad and Co.), Chartered Accountants (Firm Registration No. 126741W) Auditor of the Company who was appointed in 9th Annual General Meeting for five financial Years starting from 2019-20 to 2023-24.

As per the Companies Act, 2013 and amendment made thereon, the provisions regarding ratification of auditors at every annual general meeting has been dispense with.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COST AUDITOR

M/s. Mitesh Suvagiya & Co., Cost Accountants has carried out the cost audit for applicable business during the year. The Board of Directors has appointed M/s. Mitesh Suvagiya & Co., Cost Accountants Rajkot for the financial year 2023-24.

Company has Maintained Cost record and conducted cost audit as specified by Central Government under Section 148 (1) of Companies Act, 2013.

SECRETARIAL AUDITORS AND REPORT;

Pursuant to provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Nandish S. Dave a whole time Company Secretary in practice having Membership No. A37176 and COP No. 13946, to undertake the Secretarial Audit of the Company.

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report. The Secretarial Audit report is annexed herewith as "Annexure-V (A)". The Report contain following Remarks;

1) Company has not appointed Internal Auditor for 2022-23 as per provision of Companies Act.

Further, as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and necessary amendments thereto, every listed entity and its material unlisted subsidiaries incorporated in India is required to submit Annual Secretarial Compliance Report to the concern stock exchange within 60 days from the closure of respective financial year regarding the status of compliances done by the listed entity as prescribed under SEBI (LODR) Regulations, 2015. Same has been annexed herewith as "Annexure-V (B)"

22. TRANSACTIONS WITH RELATED PARTIES;

The related party transactions have been disclosed in the financial statements as required under Ind-As, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Further, Contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review mentioned in AOC-2 enclosed as an "Annexure-VII" forming part of this report.

Note: As per Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 (Amendment) the company has also filed the Related Party Transactions on the consolidated basis with the stock exchange for the half year ended on September 30, 2022 and March 31, 2023 and the same will be accessible on the website of the stock exchange i.e. www.bseindia.com and on the website of the company www.rudratmx.com.

23. MATERIAL CHANGES AND COMMITMENTS;

There are no changes in commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

24. INVESTOR COMPLAINTS AND COMPLIANCE;

All the investor complaints are duly resolved and as on date no complaints are pending. The details regarding investor complaints are given under the corporate governance report forming part of this report.

25. INTERNAL CONTROL;

The Company has set up adequate internal controls to ensure operational efficiency, safety of assets and efficient financial management. The Audit Committee of the Board reviews the internal controls and audit reports regularly. There is a Managing Committee consisting of senior functional heads and the Managing Director that meets periodically to review overall operations of the Company.

26. RISK MANAGEMENT POLICY;

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company is committed to identifying and managing risk in a manner appropriate to achieve its objectives.

This Policy intends to cover concerns that could have serious impacts on the operational and financial performance of the Company. The scope of the policy is to identify, assess and treat the risks associated with the Company and building framework and risk management programs, reviewing of the effectiveness of such programs and collectively to achieve the target of the Company.

27. WHISTLE BLOWER POLICY;

The Company has adopted Vigil Mechanism/ Whistle Blower Policy. The details of the Whistle Blower Policy of your Company are set out in the Corporate Governance Report which forms part of this report.

28. 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 details of the Code of Conduct for Prevention of Insider Trading are set out in the Corporate Governance Report which forms part of this report.

The company has approved and adopted new set of policies on Disclosure of Unpublished Price Sensitive Information which is effective from April 01, 2019 and hosted the same on the website of company i.e. on www.rudratmx.com.

29. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);

Our manufacturing sites and raw material locations in factory have implemented environmental management systems certified ISO 14001. The Raw Material Division has a formal Quality, Environment and Occupational Health and Safety (QEHSM) management system. Reviews and audits are conducted at fixed intervals to achieve continual improvement. In case of a breach in environmental norms, the incident is investigated to establish the root cause and implement corrective actions to ensure it is not repeated.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDERESSAL) ACT, 2013;

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2022-23, the Company has not received any complaints on sexual harassment.

31. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;

Company has one subsidiary as on March 31, 2022. There is no associates company and Joint Venture Company within meaning of Section 2 (6) of the Companies Act, 2013.

RUDRA AEROSPACE & DEFENCE PRIVATE LIMITED.

It was incorporated in the month of November-2017, engaged in the business of production of Investment precision Casting Products. It is the fifth year and the company is under project implementation. Statement on Subsidiary in Form AOC-1 is annexed as "Annexure-VI".

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS;

All the transactions carried out with Non Executive directors are mentioned in Audit Report under the head of Related Party Transactions as well as in AOC-2 Annexed to this report;

33. PARTICULARS OF REMUNERATION;

The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

34. PARTICULARS OF EMPLOYEES;

The ratio of the remuneration of each whole-time director/Managing Director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure-XI".

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect 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.

There is no employee in the Company in receipt of remuneration aggregating more than Rs. One Crore Two Lakh Rupees per annum being employed throughout the financial year and Rs. Eight Lakh Fifty Thousand or more per month being employed for part of the year.

35. ACKNOWLEDGEMENTS;

Your directors place on record their appreciation for co-operation and support extended by the Banks, Shareholders, RTA and Traders for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and enthusiastic effort displayed by them during the year.

Date:- September 05, 2023		By behalf of the Board of Directors
Place:- Bhavnagar		Rudra Global Infra Products Limited
	Ashokkumar Gupta	Sahil Gupta
	Chairman & Director	Managing Director
	DIN:- 00175862	DIN: 02941599