Dear Members,
The Board of Directors hereby submits the report of the business and operations of your
Company ("the Company" or "RRIL"), along with the audited financial
statements, for the financial year ended March 31, 2023. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.
FINANCIAL HIGHLIGHTS:
The following figures are extracted from the financial statements prepared in
compliance with Indian Accounting Standards (Ind AS). The financial statements of the
Company comply with all aspects of Ind AS notified under Section 133 of the Companies Act,
2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant
provisions of the Companies Act, 2013.
(Amount in Lakhs)
|
Standalone |
Consolidated* |
| Particulars |
31/03/2023 |
31/03/2022 |
31/03/2023 |
31/03/2022 |
| Revenue from operations |
4153.41 |
1433.98 |
15453.25 |
8316.44 |
| Other Income |
255.14 |
95.54 |
331.25 |
168.24 |
| Less: Operational & Other expenses |
3121.93 |
1035.86 |
13626.25 |
7488.78 |
| Profit before exceptional items, extraordinary items, interest, tax, depreciation and
amortization (EBITDA) |
1286.62 |
493.66 |
2158.25 |
995.90 |
| Less: Depreciation |
7.23 |
10.59 |
138.55 |
155.13 |
| Less: Finance Cost |
1.54 |
51.62 |
136.18 |
124.36 |
| Profit/ (Loss) Before Taxation |
1277.85 |
431.45 |
1883.52 |
716.41 |
| Less: Provision for Tax |
337.66 |
40.10 |
504.70 |
121.39 |
| Less: Prior Years Income Tax |
1.07 |
21.16 |
1.07 |
150.23 |
| Less: Provision for Deferred Tax |
3.54 |
146.27 |
2.15 |
21.16 |
| Net Profit after Tax |
935.58 |
223.92 |
1375.60 |
423.63 |
*Raj Rajendra Industries Limited became its subsidiary w.e.f. 25th March, 2021 and
became Wholly Owned Subsidiary w.e.f. 25.03.2022 accordingly figures are considered and
comparative figures are made available.
STATE OF COMPANYS AFFAIRS: Standalone Performance:
On standalone basis, revenue from operations for the financial year 2022-23 was Rs.
4153.41 Lakhs as compared to Rs. 1433.98 Lakhs in the previous year representing an
increase of 189.64%. Earnings before interest, tax, depreciation and amortization (EBITDA)
for the year was Rs. 1286.62 Lakhs as compared to Rs. 493.66 Lakhs in the previous year
representing an increase of 160.63%. Profit after Tax (PAT) for the year was Rs. 935.58
Lakhs as compared to Rs.223.92 Lakhs in the previous year representing an increase of
317.82%.
Consolidated Performance:
On Consolidation basis, revenue from operations for the financial year 2022-23 was
Rs.15453.25 Lakhs as compared to Rs. 8316.22 Lakhs in the previous year representing an
increase of 85.82%. Earnings before interest, tax, depreciation and amortization (EBITDA)
for the year was Rs.2158.25 Lakhs as compared to Rs. 995.90 Lakhs in the previous year
representing an increase of 116.71%. Profit after Tax (PAT) for the year was Rs. 1375.60
Lakhs as compared to Rs.423.63 Lakhs in the previous year representing an increase of
224.72%.
CONSOLIDATED FINANCIAL RESULTS:
As stipulated by Regulation 33 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company has prepared Consolidated Financial Statement in
accordance with the applicable accounting standards as prescribed under the Companies
(Accounts) Rules, 2014 of the Companies Act, 2013 ("the Act"). The Consolidated
Financial Statement reflects the results of the Company and that of its wholly owned
subsidiary. As required under Regulation 34 of Listing Regulations, the Audited
Consolidated Financial Statement together with the Independent Auditors Report thereon is
annexed and forms part of this Report. The summarized Consolidated Financial Statement is
provided above in Financial Highlights of this Report.
PERFORMANCE HIGHLIGHTS OF SUBSIDIARIES: Raj Rajendra Industries Limited
Your Company has a wholly owned Subsidiary Company which is engaged in the Business of
manufacturing of Textile Products. The revenue from operations for the financial year
2022-23 was Rs. 11299.84 Lakhs as compared to Rs. 6886.76 Lakhs in the previous year.
Earnings before interest, tax, depreciation and amortization (EBITDA) for the year was Rs.
871.64 Lakhs as compared to Rs. 502.24 Lakhs in the previous year. Profit after Tax (PAT)
for the year was Rs. 440.02 Lakhs as compared to Rs. 199.71 Lakhs in the previous year.
DIVIDEND:
The Board of Directors of Your Company, after considering holistically the relevant
circumstances and keeping in view the Company has decided not to declare any dividend for
the year.
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the
Reserves for the Financial Year ended 31st March, 2023.
SHARE CAPITAL:
During the year under review, there were no changes in the capital structure of the
Company. Accordingly, the Authorised Share Capital of the Company as on March 31, 2023 was
Rs.6300.00 Lakhs divided into 12,60,00,000 Equity Shares of Rs.5 each and the total paid -
up share capital of the Company as on March 31, 2023 is Rs.6060.71 Lakhs comprising of
12,12,14,290 equity shares of Rs. 5/- each. The Company has neither issued shares with
differential rights as to the dividend, voting or otherwise, nor issued sweat equity
shares. There is no scheme for employee stock option to the employees or Directors of the
Company.
FINANCE:
Your Company has been regular in meeting its obligation towards payment of Principal /
Interest to the Banks and other institutions.
DEPOSITS:
During the year under review, your Company neither accepted any deposits nor there were
any amounts outstanding at the beginning of the year which were classified as
‘Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details
of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is
not applicable.
LISTING ON STOCK EXCHANGE
The shares of the company are listed on main plate form of BSE Limited. The
International Securities Identification number is INE951M01037
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The internal control systems of your company are adequate and appropriate. It is being
reviewed periodically to ensure that the Company‘s interest and that of the
stakeholders is protected. The process of introducing new inbuilt internal checks and
controls is continuous depending upon the requirement of the same.
The Audit Committee of the Board reviews the adequacy and effectiveness of the internal
controls and checks and suggests desired improvements from time to time.
NATURE OF BUSINESS:
The Company is engaged in the activities of Textile Products and Real Estate
Development. The Company develops residential, commercial, retail and social
infrastructure projects. There was no change in nature of the business of the Company,
during the year under review.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY,
SINCE END OF THE YEAR TILL THE DATE OF THE REPORT:
In terms of Section 134(3)(l) of the Companies Act, 2013, except as may be disclosed
elsewhere in this report. no material changes and commitments, which affect the financial
position of the Company which have occurred between the end of the financial year to which
the financial statements relate and the date of this report.
DISCLOSURES RELATING TO SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES: a. Raj
Rajendra Industries Limited, Wholly Owned Subsidiary Company:
Raj Rajendra Industries Limited which is engaged in the business of manufacturing
Textile products and became the wholly owned subsidiary of the Company on 24th February,
2022 pursuant to order passed by Honble National Company Law Tribunal ("NCLT"),
Mumbai Bench by approving the Scheme of Merger by Absorption of KRKumar Industries Limited
("the Transferor Company") by RRIL Limited ("the Transferee Company" /
"the Company").
Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the
salient features of financial statements of the Companys subsidiaries in Form AOC-1 is
attached as "Annexure A" to the Annual Report.
The Company has framed a policy for determining material subsidiaries, which has been
uploaded on Companys website at www.rrillimited.com. b. During the year under
review your Company does not have any Joint Venture or Associate Company
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Companys Board comprises of a mix of executive and non-executive directors which
is in conformity with Section 149 of the Act and Regulation 17 of the Listing Regulations
with considerable experience and expertise across a range of fields such as finance,
accounts, general management and business strategy. The details of the directors and their
meetings held during the year have been given in the Corporate Governance Report, which
forms part of the Annual Report.
a. Changes in Directors and KMP During the year: i. During the year Mr. Hiren
Dhanji Chheda (DIN: 07637624) was resigned from the directorship of the Company w.e.f.
closing hours of March 01, 2023. The Board places on record its appreciation of the
invaluable services of Mr. Hiren Chheda as the Director.
ii. During the year Mr. Harish Ratanchand Jain (DIN: 01603945) was appointed as
Additional Director of the Company w.e.f. March 01, 2023.
The members by passing resolution through postal ballot on May 21, 2023 have appointed
Mr. Harish Ratanchand Jain (DIN: 01603945) as Director of the Company designated as
Non-Executive & Non-Independent Director, who was appointed as Additional Director by
the Board by passing circular resolution on March 01, 2023, based on recommendation of
Nomination and Remuneration committee.
As on March 31, 2023 more than half of the board was Non-Executive Directors and half
of the board was Independent Directors. The detailed information with regard to the
Boards composition and other governance matters are provided in the Corporate Governance
Report, which is part of this Annual Report.
b. Re-appointment of Directors:
In accordance with Section 152 (6) and other applicable provisions of Companies Act,
2013, Mr. Harsh M. Mehta (DIN: 08315401), being a Director, is liable to retire by
rotation at the ensuing Annual General Meeting (AGM) of the Company and, being eligible,
has offered himself for re-appointment. The Board recommends his re-appointment at the
ensuing AGM for your approval. Brief profile of the directors who are appointed /
re-appointed has been given in the Notice convening the Annual General Meeting.
c. Independent Directors:
The Company has received necessary declaration from all the independent directors that
they meet the criteria of Independence throughout the year as provided under Section
149(6) of the Companies Act, 2013 and Regulation 25(8) and Regulation 16(1)(b) of the
Listing Regulations. In the opinion of the Board, the Independent Directors, fulfill the
conditions of independence specified in Section 149(6) of the Act and Listing Regulations.
The Independent Directors have also confirmed that they have complied with the Companys
Code of Business Conduct & Ethics.
None of the Companys Director(s) is disqualified as on March 31, 2023, in terms of
Section 164(2) of the Companies Act, 2013, from being appointed as a Director. A
Certificate to this effect, duly signed by the Practicing Company Secretary is annexed to
the Corporate Governance Report, which is part of this Annual Report marked as "Annexure
I".
d. Independent Directors Meeting:
As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made thereunder,
read with the Listing Regulations, the Independent Directors of the Company met amongst
themselves without the presence of Non-Independent Directors and members of Management.
The details of the meeting are provided in the Corporate Governance Report forms a part of
this Annual Report.
e. Annual Evaluation by the Board of its own performance and that of its Committees and
Individual Directors:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing
Regulations, the Board has carried out the annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
various committees as per the criteria laid down by the Nomination and Remuneration
Committee. A structured questionnaire was prepared after taking into consideration inputs
received from the directors, 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, independence, governance, ethics and values,
adherence to corporate governance norms, interpersonal relationships, attendance and
contribution at meetings etc.
A separate exercise was carried out to evaluate the performance of individual directors
including the Chairperson of the Board, who were evaluated on parameters such as
participation and contribution by a director, commitment, including guidance provided to
the senior management outside of Board / committee meetings, effective deployment of
knowledge and expertise, effective management of relationship with various stakeholders,
independence of behaviour and judgment etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the
Chairperson and Managing Director was carried out by the Independent Directors. The Board
reviewed the evaluation results as collated by the Nomination and Remuneration Committee
and the overall performance of the Chairman, Executive Directors, Non-Executive and
Independent Directors was found satisfactory
f. MEETINGS OF THE BOARD OF DIRECTORS:
All the board meetings were held in compliance with section 173 of the companies Acts,
2013 as the intervening gap between the meetings was within the period prescribed under
the companies Acts, 2013 and Listing Regulations, 2015.
The Board unites at regular intervals to discuss and decide on Companys business
policies and strategies, apart from other agenda items. The Board met Five (5) times
during the year under review, details of which are given in the Corporate Governance
Report, which is part of this Annual Report. The maximum gap between any two meetings did
not exceed one hundred and twenty (120) days.
The company has complied with the requirements prescribed under the Secretarial
Standards issued by the Institute of Company Secretaries of India on meetings of the board
of Directors (SS-1).
g. Committees of the Board:
The provisions of companies Acts, 2013 and Listing Regulations, 2015 have prescribed
and mandated forming of committee of the board for efficient working and effective
delegation of work and to ensure transparency in the practice of the company. Accordingly,
the committees by the board are as follow:
a. Audit Committee
Pursuant to Section 177 of the Companies Act, 2013 the Board has formed an Audit
Committee. The Board of Directors of the Company had accepted all the recommendations of
the Committee.
b. Nomination and Remuneration Committee
The policy of the company on directors appointment and remuneration, including the
criteria for determining qualifications, positive attributes, independence of a director
and other matters, as required under sub-section (3) of section 178 of the Companies
Act,2013 is available on our website at
http://www.rrillimited.com/wp-content/uploads/2021/11/02.-Nomination-Remuneration-Policy.pdf
c. Stakeholders Relationship Committee
The Board has in accordance with the provisions of Section 178(5) of the Companies Act,
2013 constituted Stakeholder Relationship Committee.
The details of composition of the said Committee(s), their terms of reference, meetings
held and attendance of the Committee members thereat, during the financial year 2022-23
are provided in the Corporate Governance Report, which is part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Act; the directors hereby state and confirm that:
a) In preparation of the annual accounts for the year, the applicable accounting standards
have been followed and there are no material departures; 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 & of the Profit of the Company for that
period. c) They have taken proper and sufficient care towards 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, which are adequate and were 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.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions with related parties that were executed in
FY 2022-23 were in the ordinary course of business and at an arms length. All related
party transactions are mentioned in the notes to the accounts. Requisite prior approval
from the Audit Committee of the Board of Directors was obtained for Related Party
Transactions. The disclosure of Related Party Transactions in Form AOC-2 as per the
provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 is attached as "Annexure II".
The Related Party Transactions are placed before the Audit Committee for prior
approval, as required under applicable law. Only those members of the Audit Committee who
were Independent Directors approved the same.
Prior omnibus approval of the Audit Committee is also obtained for the transactions
which are repetitive in nature. A statement of all Related Party Transactions is placed
before the Audit Committee for its review on a quarterly basis, specifying the nature and
value of the transactions.
As required under Regulation 23(1) of the Listing Regulations. The Company has revised
and adopted a policy on dealing with Related Party Transactions in accordance with the
applicable provisions of Law and Listing Regulations. The policy as approved by the Audit
Committee and the Board of Directors is uploaded on the website of the Company at
https://www.rrillimited.com/code-and-policies/
AUDITORS AND AUDITORS REPORT:
a. STATUTORY AUDITORS:
M/s Subramaniam Bengali & Associates, Statutory Auditors of your Company having
(ICAI Firm Registration No.127499W) who have been re-appointed at the 31st Annual General
Meeting of the Company held on September 14, 2022 for a second term of 5 years up to the
conclusion of 36th Annual General Meeting to be held in the year 2027 on a remuneration
mutually agreed upon by the Board of Directors and the Statutory Auditors.
The Auditors Report on the financial statements of the Company for the financial year
ending March 31, 2023 is unmodified i.e. it does not contain any qualification,
reservation or adverse remark. The Auditors Report is enclosed with the financial
statements forming part of the annual report.
b. SECRETARIAL AUDITOR AND OBSERVATION:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of
Directors have appointed M/s. Shreyans Jain
& Co., Company Secretaries, Mumbai as a Secretarial Auditor of the Company, for
conducting Secretarial Audit of Company for the financial year 2022-23. The Report of the
Secretarial Audit in Form MR-3 is hereby attached with this Report & forming
part of this report marked as "Annexure III".
As per Regulation 24(A)(1) of the Listing Regulations, the material subsidiaries of the
Company are required to undertake secretarial audit. Raj Rajendra Industries Limited
("Raj Rajendra"), material subsidiary of the Company pursuant to the Regulation
16(1)(c) of the Listing Regulations. The Board of Directors of Raj Rajendra had appointed
Ms. Riddhi Shah Practicing Company Secretaries to undertake the Secretarial Audit for the
year ended March 31, 2023. The Secretarial Audit Report in Form MR – 3 of Raj
Rajendra is given as "Annexure III A".
There has been no qualification, reservation, adverse remark or disclaimer given by the
Secretarial Auditors in their Reports. Pursuant to the SEBI circular vide no.
CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual
Secretarial Compliance Report, issued by M/s. Shreyans Jain & Co., Company Secretaries
with the stock exchanges where shares of the Company are listed.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Managements Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of Listing Regulations, is hereby attached with this Report
& forming part of this report marked as "Annexure IV".
REPORTING OF FRAUDS:
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed thereunder.
BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as required by Regulation 34(2) of the Listing
Regulations, is not applicable to the company.
ANNUAL RETURN:
As required under Section 92(3) read with Section 134(3)(a) of the Act, the Annual
Return is put up on the Companys website and can be accessed at
https://www.rrillimited.com/annual-return/
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:
The Details of loans, guarantees and investments covered under the provision of Section
186 of the Companies Act, 2013 are given in the notes to Financial Statements forming a
part of this annual report.
CORPORATE GOVERNANCE & CERTIFICATE:
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate
section on corporate governance practices followed by the Company and marked as "Annexure
V", together with a certificate from the Practicing Company Secretary confirming
compliance forms an integral part of this Report marked as "Annexure VI".
Further, in compliance of Regulation 17(5) of the Listing Regulations, your Company has
adopted a ‘Code of Conduct and Ethics for its Directors and Senior Executives.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, & FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Report under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 pertaining to the Conservation of Energy and Technology
Absorption is not applicable to the Company. There was no foreign exchange inflow or outgo
during the year under review.
DISCLOSURE REGARDING COMPANYS POLICIES UNDER THE COMPANIES ACT, 2013: NOMINATION
AND REMUNERATION POLICY:
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees. The policy
also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment of Key Managerial Personnel / Senior
Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the person.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy to report genuine concerns or grievances &
to provide adequate safeguards against victimization of persons who may use such
mechanism. The Whistle Blower Policy has been posted on the website of the Company at
https://www.rrillimited.com/code-and-policies/
FAMILIARIZATION / ORIENTATION PROGRAM FOR INDEPENDENT DIRECTORS:
The Independent Directors attend a Familiarization / Orientation Program on being
inducted into the Board. Further, various other programmes are conducted for the benefit
of Independent Directors to provide periodical updates on regulatory front, industry
developments and any other significant matters of importance.
DISCLOSURE PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION
AND REDRESSAL), ACT, 2013:
The Company is committed to provide safe and conducive environment to its employees
during the year under review. Your Directors further states that during the year under
review, there were no cases filed pursuant to the sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
DISCLOSURE ON SAFETY, HEALTH AND ENVIRONMENT:
Your Company is committed to ensure a sound Safety, Health and Environment (SHE)
performance related to its activities, products and services. Your Company had been
continuously taking various steps to develop and adopt Safer Process technologies for
Business operations. Your Company is taking continuous efforts for the adoption of safe
& environmental friendly production process. Monitoring and periodic review of the
designed SHE Management System are done on a continuous basis.
DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014:
Disclosures required under Section 197(12) read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as "Annexure
VII" forming part of this report. The aforesaid Annexure is also available for
inspection by Members at the Registered Office of the Company, 21 days before and up to
the date of the ensuing Annual General Meeting during the business hours on working days.
Further, the Company does not have any employee whose remuneration exceeds the limits
prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI) and that such systems are adequate and operating effectively.
ELECTRONIC ANNUAL REPORT:
In view of circular issued by Securities and Exchange Board of India ("SEBI")
and General Circular No.14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13,
2020 read with other relevant circulars, including General Circular No. 10/2022 dated
December 28, 2022 and Circular No. 11/2022 dated December 28, 2022 issued by the Ministry
of Corporate Affairs, Government of India ("MCA") (the "MCA
Circulars") permitted the Annual Report to be sent through electronic mode,
accordingly electronic copies of the Annual Report for the financial year 2022-23 and
Notice of the AGM are sent to all shareholders whose email addresses are registered with
the Company. Members are requested to register their email ids with Company or Registrar
and Share Transfer Agent (RTA) of the Company for receiving e-copies of Annual Report,
Notice to the AGM and other shareholders communication.
CFO CERTIFICATE:
The Chief Financial Officer gives quarterly certification on financial results before
the Board in terms of Regulation 33(2) of the Listing Regulations. The Chief Financial
Officer of the Company also gives Annual Certification on financial statements and other
matters as required under Regulation 17(8) of the Listing Regulations is hereby attached
with this Report & forming part of this report marked as "Annexure VIII".
CORPORATE SOCIAL RESPONSIBILITY POLICY:
During the year under review, the Company has not developed the policy on Corporate
Social Responsibility as the Company does not fall under the prescribed classes of
Companies mentioned under section 135(1) of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS:
There are no significant and material orders passed by the Regulators/courts that would
impact the going concern status of the Company and its future operations.
ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are its most important stakeholders.
Accordingly, your Companys operations are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its other stakeholders by
ensuring that its corporate actions positively impact the socioeconomic and environmental
dimensions and contribute to sustainable growth and development.
IBC CODE & ONE TIME SETTLEMENT
There is no proceeding pending against the company under the Insolvency and Bankruptcy
code, 2016 (IBC Code). There has not been any instance of one time settlement of the
company with any bank or financial institution.
RISK MANAGEMENT:
The Board of Directors is overall responsible for identifying, evaluating, mitigating
and managing all significant kinds of risks faced by the Company. The Board establishes
the guiding principles by which key risks are managed in the Company. The Board itself
monitors and reviews the risks which have potential bearing on the performance of the
Company and in the opinion of the Board there is no risk faced by the Company which
threatens its existence.
CAUTIONARY STATEMENT:
Statements in this Directors Report and Management Discussion and Analysis Report
describing the Companys objectives, projections, estimates, expectations or predictions
may be "forward-looking statements" within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Companys operations include
changes in Government regulations, Tax regimes, economic developments within India and the
countries in which the Company conducts business and other ancillary factor.
ACKNOWLEDGEMENT:
Your Directors place on record their sincere gratitude for the assistance, guidance and
co-operation the Company has received from all stakeholders. The Board further places on
record its appreciation for the dedicated services rendered by the employees of the
Company.
|
For and on behalf of the Board of |
|
RRIL Limited |
|
Ratanchand D. Jain |
| Place: Mumbai |
Chairman and Managing Director |
| Date: August 11, 2023 |
DIN: 01604521 |
+91-9892691696
