Dear Members,
Your Directors have pleasure in presenting their Twenty – Eight Annual Report and
Audited Annual Accounts of the Company for the year ended on 31st March, 2023.
v FINANCIAL RESULTS:
(Figures in Rs. Lakhs)
|
For the year 2022-2023 |
Previous Year 2021-2022 |
| Income from Operations |
8416.86 |
12419.52 |
| Other Income |
43.59 |
27.00 |
| Total Income |
8460.47 |
12446.52 |
| Expenses |
|
|
| Operating Expenses |
8527.24 |
12639.75 |
| Depreciation |
42.26 |
52.82 |
| Total Expenses |
8569.50 |
12692.58 |
| Profit / (Loss) before exceptional item &Tax |
(109.03) |
(246.06) |
| Exceptional item |
-- |
-- |
| Profit / (Loss) before tax |
(109.03) |
(246.06) |
| Tax Expenses/ (Savings) |
(6.08) |
(55.84) |
| Profit / (Loss) after tax |
(101.18) |
(190.21) |
| EPS (in Rs.) |
(1.23) |
(2.54) |
? REVIEW OF OPERATIONS
During the current year, the companys income from operations amounted to Rs. 8416.86
Lakhs, experiencing a decline of 32.23% compared to Rs. 12419.52 Lakhs achieved during the
corresponding period in the previous year. Consequently, the company incurred a net loss
(after tax) of Rs. 101.18 Lakhs, a reduction from the loss of Rs. 190.21 Lakhs in the
previous year.
The company faced challenges in the past year, primarily due to lower margins leading
to reduced profitability. Despite these difficulties, the directors remain optimistic
about the companys prospects. They express their confidence in boosting sales within the
manufacturing sector, which they believe will result in substantial profits in the future.
With a positive outlook and strategic initiatives in place, the company is determined
to overcome the obstacles of the past year and strive for a more successful and prosperous
future.
v SHARE CAPITAL
The paid up Share Capital of the Company as on 31st March, 2023 wasRs.
9,00,88,240/-consist of of90,08,824 Equity Shares of Rs. 10/-each.
The Board of director of the company at their meeting held on 14th October, 2022 had
allotted 1198096 equity shares by converting 1198096 warrants issued to promoters.
v RATING
M/s CRISIL Rating Agency assigned CRISIL B STABLE for Long Term & CRISIL A4 for
short term for companys borrowing programme.
v DIVIDEND
No dividend were declared for the current financial year by the company.
v DIRECTORS AND KEY MANAGERIAL PERSONNEL
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under section 149(6) of the Act and the Listing Regulations.
Based on Disclosures provided by Directors, none of them are disqualified from being
appointed as Directors under section 164 of the companies Act, 2013.
v APPOINTMENT OF DIRECTOR /KEY MANAGERIAL PERSONNEL
The company had several significant changes in its directorship and key managerial
personnel during the year:
v Mr. Hemant Seths Resignation:
On 11th July 2022, Mr. Hemant Seth tendered his resignation from the position of
Independent Director. The resignation became effective at the closing of business hours on
the same day.
v New Appointments of Additional - Independent Directors:
? Following Mr. Hemant Seths resignation, the company appointed Mr. Samir Patil (DIN
09655195) and Mr. Jas KiritGanatra (DIN 09655201) as Additional - Independent Directors on
11th July 2022.
v Regularization of Additional - Independent Directors:
? The appointments of Mr. Samir Patil and Mr. Jas KiritGanatra as Additional -
Independent Directors were subsequently regularized in the 27th Annual General Meeting
(AGM) held on 30th September 2022.
v Re-Designation of Ms. Reena Parmar:
On 11th July 2022, at the meeting of the Board of Directors, Ms. Reena Parmar was
re-designated as a Whole Time Director.
v Regularization of Ms. Reena Parmars Appointment:
The re-designation of Ms. Reena Parmar as a Whole Time Director was subsequently
regularized in the 27th Annual General Meeting (AGM) held on 30th September 2022.
v Completion of Mr. Atith Shahs Tenure as Independent Director:
Mr. Atith Shah, an Independent director, completed his tenure of directorship on 27th
March 2023.
v Withdrawal of Consent for Reappointment:
Despite the managements approach for reappointment, Mr. Atith Shah decided not to seek
reappointment as a director during the board meeting held on 29th May 2023. He cited
personal reasons for his decision.
v RETIREMENT BY ROTATION
Mr. Virat S Shah retires by rotation and being eligible offers himself for re-
appointment. The directors recommend his re-appointment.
v BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
evaluation of its own performance, the directors individually as well as the evaluation of
the working of its Audit and Nomination &Remuneration Committees. The manner in which
the evaluation has been carried out has been explained in the Corporate Governance Report.
v NOMINATION & REMUNERATION POLICY
The Board has constituted a Nomination and Remuneration Committee and has framed policy
for selection and appointment of Directors, Senior Management and there remuneration. The
Nomination & remuneration Policy is stated in the Corporate Governance Report.
v INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of
the Listing Regulations.
v DATA BANK OF INDEPENDENT DIRECTORS
Data Bank of Independent Directors The Ministry of Corporate Affairs (MCA) vide
Notification Number G.S.R.804(E) dated 22nd October, 2019 effective from 1st December,
2019 has introduced a provision relating to inclusion of names of Independent Directors in
the Data Bank maintained by Indian Institute of Corporate Affairs (IICA). All Independent
Directors of the Company are registered with IICA.
v MEETINGS
1. Board Meetings:
During the year under review, Eleven (11) Board Meetings were convened and held
i.e.11.04.2022, 27.05.2022,12.07.2022,01.08.2022,12.08.2022, 02.09.2022,
16.09.2022,14.10.2022, 15.11.2022, 10.02.2023,17.02.2023.The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
2. Audit Committee
The Audit Committee met 6 times during the year under review on 27.05.2022, 12.08.2022,
16.09.2022, 15.11.2022, 10.02.2023, 17.02.2023
The Audit Committee comprises Mr. Alok Shah (Chairman of committee), Mr. Jas Ganatre
and Mr. Samir Patil (Independent Director). The Audit Committee met six times during the
year.
The details of the meetings held and attendance of Members during the year are given in
the Corporate Governance Report
3. Nomination & Remuneration Committee:
The Nomination and Remuneration Committee met twice during the year under review on
12.07.2022 & 02.09.2022.
4. Share Transfer & Stakeholder Relationship Committee:
The Share Transfer and Stakeholder Relationship Committee met twice during the year
under review on 29.04.2022, 01.06.2022.
v DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134(5) of the Companies Act, the Board of Directors,
to the best of its knowledge and ability, confirm that:
1. In preparation of the Annual Accounts, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures
2. They had selected such accounting standards, 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 profit and loss of the company for that period.
3. They had taken proper and sufficient care for the maintenance of adequate accounting
records, in accordance with the provisions of the relevant acts for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.
4. That the accounts are prepared on a going concern basis.
5. They had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.
6. They had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.
v CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviours of any form and the Board has laid down the
directives to counter such acts.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
v PARTICULARSOF EMPLOYEES
During the year under review, there was no employee employed who was in receipt of
remuneration in excess of the limits prescribed under section 197 read with Schedule V of
the Companies Act, 2013.
Company has appointed contract labour and reduced employed workers on pay roll in the
factory, totalling 7 employees during the year under review.
v DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES
During the year under review, there was no employee employed who was in receipt of
remuneration in excess of the limits prescribed under section 197 read with Schedule V of
the Companies Act, 2013.
Since there were only 7 (Seven) employees during the year under review, the particulars
required to be disclosed under Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 cannot be meaningfully given. The remuneration paid to
the Key Managerial Personnel and the Whole Time Director is disclosed in the Corporate
Governance Report annexed herewith.
There are no employees in India or Outside India receiving remuneration more than
Rs.1,02,00,000/-(One core Two Lacs) Per annum nor Rs.8,50,000/- (Eight Lac Fifty Thousand)
Per month. Therefore disclosure pursuant to Section 197(12) of Companies Act, 2013 &
Rule 5 (2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 is not required to be circulated to the Members and is not attached
to the Annual Report.
v ENERGY CONSERVATION,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
The company has manufacturing operations at Gujarat, the electricity charges are as per
consumption levied by electricity board. The company has taken all possible steps for
conservation of the energy in the company. As and when expansion has taken place
electricity consumption increases. The company is exploring possibility of reduction in
charges.
Thedetails of the energy consumption areprovided as under: Electricity bill of Gujarat
factory for 52,564 units is Rs.11,19,535.00/-The company has not adopted any foreign
technology during the year.
The detail of the foreign exchange is provided in the notes to the accounts forming
part of the Balance sheet.
v AUDITORS
M/s M.A Chavan and Co., Chartered Accountants (Firm Registration No115164W) the
statutory auditors of the Company will hold office till the conclusion of the 32ndAnnual
General Meeting of the Company.
? AUDITORS REPORT
The observations made by the auditors in their report are self explanatory when read
with the notes to accounts and need no further elaboration.
v SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had
appointed Mr. CS S. Lakshminarayanan, Practising Company Secretary to undertake the
Secretarial Audit of the Company.
The Secretarial Audit report furnished by him is annexed herewith as "Annexure
1"
v OBSERVATIONS IN THE SECRETARIALAUDIT REPORT
1. The Company has on 31.3.2023 sold rice amounting to Rs.2,40,00,000/- to a customer
named ‘Bhagwati. The said business activity is not recorded in the Objects of the
Memorandum of Association of the company as on the date of this report.
The management states that they are in the process of amending the Objects of the
Memorandum of Association in the upcoming Annual General Meeting.
2. The company is non-compliant with the Regulation 33 of SEBI (LODR) Regulations, 2015
for the period (September 2022 quarter) as mentioned below:
Non-submission of the financial results within the period prescribed under Regulation
33 of SEBI (LODR) Regulations, 2015.
The company paid fine of Rs.5,000/- plus taxes for one day delay submission and the
matter is closed.
Regarding the First Observation:
During the upcoming Annual General Meeting, the company has proposed a resolution to
amend the object clause, seeking the approval of the shareholders.
Regarding the Second Observation:
The company acknowledges that due to unavoidable circumstances, the scheduled meeting
for the approval of quarterly results for September 2022 was adjourned. The submission of
the results was subsequently filed on 15.11.2022, albeit with a delay of one day. In
accordance with the fine imposed for the delayed submission, the company paid the required
fine, effectively closing the matter.
v COST AUDIT
As per the Cost Audit Orders, Cost Audit is not applicable to the Company for the FY
2022-23.
v ANNUAL RETURN
Annual return In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at companys Website athttps://www.rrmetalmakers.com/
v DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
No significant and materials orders were passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future.
v FIXED DEPOSITS
The company has not accepted and/or renewed deposits from public during the year within
the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
v PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013.
v RESERVES
As per Standalone financials, the net movement in the reserves of the Company for
FY2023 and FY2022 is as follows:
| Particulars |
As at 31st March 2023 |
As at 31st March 2022 |
| Retained Earnings-surplus/ Deficits |
(1,22,74,290.44) |
24,41,974.88 |
| Current year profit/(loss) including other comprehensive income |
(1,22,14,708.14) |
(14716265.33) |
| Total including Revaluation Surplus |
(2,44,88,998.58) |
(1,22,74,290.44) |
| Total excluding Revaluation Surplus as per SEBI Reporting |
(1,55,78,726.58) |
(2,11,84,562.44) |
v TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company did not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore there were no funds which were required
to be transferred to Investor Education and Protection Fund (IEPF). But there is unclaimed
interim dividend amount Rs.169,105 issued for FY 2017-18, which will be transfer to IEPF
account if it remainsunpaid or unclaimed for a period of seven years .
v INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Company has established an effective Internal Control System that aligns with the size
and nature of our business. This system specifically focuses on the purchase of inventory
and fixed assets, as well as the sale of goods and services. To ensure the integrity and
independence of our internal control processes, we have defined the scope and authority of
our Internal Audit function in the Internal Audit Manual. This function reports directly
to the Chairman of the Audit Committee and the Board, providing an additional layer of
oversight. The primary responsibility of our Internal Auditor is to monitor and evaluate
the effectiveness and adequacy of our internal control system. This includes assessing
compliance with operating systems, accounting procedures, and policies within the company.
v RELATED PARTY TRANSACTIONS
All related party transactions conducted by the Company during the financial year have
been executed on an arms length basis and at prevailing market prices. We have maintained
strict adherence to the principles of fairness and transparency in these transactions. It
is important to note that, apart from the transactions with RKB Global Ltd, there have
been no materially significant related party transactions with our Directors, Key
Managerial Personnel, or other designated individuals that could potentially create
conflicts of interest with the overall interests of the company.
Our commitment to corporate governance and ethical business practices has ensured that
all related party transactions are conducted in a manner that upholds the best interests
of the Company. We have implemented robust processes and procedures to identify, assess,
and monitor any potential conflicts of interest that may arise from related party
transactions. The Board and management continuously strive to maintain the highest level
of transparency, integrity, and accountability in all our dealings, including related
party transactions. This commitment not only fosters trust and confidence among our
stakeholders but also strengthens our corporate reputation.
Details of Related Party Transactions are annexed vide Form No. AOC 2 Annexure – 2
v EXPANSION& DIVERSIFICATION
The Companys strategic growth initiatives encompass both expansion and
diversification, aimed at optimizing value and enhancing overall business performance. A
significant step in this direction was taken by the Board of Directors during its meeting
on September 16, 2022, when it deliberated upon and subsequently approved the divestment
of the Companys entire equity stake in its wholly-owned subsidiary, RR LifecarePvt. Ltd.
Divestment Decision:
Recognizing the evolving dynamics of our business landscape, the Board of Directors
deliberated and arrived at a decision to divest the entire equity stake held by the
Company in RR LifecarePvt. Ltd. This strategic move is aligned with our objective of
focusing resources on core areas that promise maximum value creation and long-term
sustainability.
Valuation and Transparency:
To ensure a fair and transparent transaction, the Company obtained a comprehensive
valuation report from a registered valuer. This valuation report was meticulously prepared
and indicated a per-share value of Rs. 10.02/-. This valuation formed the cornerstone of
the divestment process, assuring that the transaction was conducted at arms length and in
accordance with the principles of fairness and transparency.
Transaction Details:
At the time of the decision, the Company held a substantial equity stake of 5,00,000
shares, constituting the entirety of the paid-up and issued capital of RR LifecarePvt.
Ltd. The divestment was meticulously executed to transfer this equity stake to the
promoters group Company, RKB Global Ltd.
Strategic Impact:
While RR LifecarePvt. Ltd. had been a part of our corporate structure, it is pertinent
to note that it did not qualify as a material subsidiary. Following the successful
execution of the proposed divestment, RR LifecarePvt. Ltd. will cease to be a subsidiary
of our Company. This strategic realignment allows us to focus our energies and resources
on our core businesses, thereby maximizing synergies and optimizing performance.
Forward Vision:
The divestment of RR LifecarePvt. Ltd. is a step forward in our journey of growth and
diversification. This strategic maneuver empowers us to channel our efforts towards areas
of strategic significance, reinforcing our commitment to deliver sustained value to our
stakeholders and solidifying our position in the market.
v MATERIAL CHANGES AND COMMITMENTS
There were no major material changes that took place during the year under review.
v VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism / Whistle Blower Policy to deal with instance of
fraud and mismanagement, if any.A Vigil (Whistle Blower) mechanism provides a channel to
the employees and Directors to report to the management concerns about unethical
behaviour, actual or suspected fraud or violation of the Codes of conduct or policy.
v PREVENTION OF INSIDERTRADING
Company has adopted a Code of Conduct for Prevention of Insider Trading. This Code has
been implemented to regulate trading in securities by the Directors and designated
employees of the company. Its purpose is to ensure fair and transparent practices in
relation to the trading of the companys shares. Company has also installed software to
maintain database according to STRUCTURAL DIGITAL DATABASE pursuant to SECURITIES AND
EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015
The Code of Conduct sets forth several important provisions:
Pre-clearance of Transactions: According to the Code, Directors and designated
employees must obtain pre-clearance from the appropriate authority before engaging in any
transactions involving the companys shares. This measure helps to prevent any potential
conflicts of interest and ensures that all trades are conducted with utmost transparency.
Prohibition of Trading with Unpublished Price-Sensitive Information: The Code strictly
prohibits the purchase or sale of company shares by Directors and designated employees
when they possess unpublished price-sensitive information about the company. This
restriction helps prevent insider trading and ensures that all trading is conducted based
on publicly available information.
Trading Window Restriction: The Code restricts trading in the companys shares during
the period when the Trading Window is closed. The Trading Window is typically closed
during important events such as financial results announcements or other significant
company developments. This measure prevents any improper use of insider information during
critical periods.
Oversight by the Board of Directors: The responsibility for overseeing the
implementation of the Code of Conduct lies with the Board of Directors. Their vigilance
ensures that all Directors and designated employees adhere to the guidelines and
restrictions set forth by the Code.
We are pleased to inform you that all Board Directors and designated employees have
confirmed their compliance with the Code. This ensures that they adhere to the guidelines
and restrictions set forth by the Code, promoting ethical conduct and preventing any
potential misuse of insider information.
The company remains committed to upholding the highest standards of corporate
governance and ethical practices, and this Code of Conduct for Prevention of Insider
Trading is a significant step towards achieving that goal. We believe that it will foster
trust and confidence among our stakeholders and contribute to the long-term success of the
company.
v RISK MANAGEMENT POLICY
Pursuant to section 134(3) (n) of the Companies Act, 2013, the company has adopted a
Risk Management Policy. The details of the policy and its terms of reference are set out
in the corporate governance report forming part of the Boards report.At present the
company has not identified any element of risk which may threaten the existence of the
Company.
v ANTI – SEXUAL HARRASMENT POLICY
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition, and
Redressal) Act, 2013. The company has constituted an Internal Complaints Committee. The
following is a summary of sexual harassment complaints received and disposed of during the
financial year 2022-23:
No of complaints received: NIL No of complaints disposed: NIL No. of complaints
pending: NIL
v FRAUD REPORTING
During the year under review, no cases of fraud have been reported to the Board.
v THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.
During the financial year, the Company encountered an application that has implications
under the Insolvency and Bankruptcy Code, 2016 (hereinafter referred to as
"IBC"). Below is a comprehensive overview of the proceedings and their current
status:
Nature of Application: A petition was lodged under section 9 of the IBC by M/S. Jaldhi
Overseas PTE. Ltd., an operational creditor of the Company. The petition seeks to
instigate the commencement of the corporate insolvency resolution process
("CIRP") against the Company. The claimed amount in question is Rs.
4,31,95,789.50 (Rupees Four Crores Thirty-One Lacs Ninety-Five Thousand Seven Hundred
Eighty-Nine and paisa Fifty Only).
Proceedings at the National Company Law Tribunal (NCLT): The application has been
submitted to the esteemed National Company Law Tribunal – Mumbai Bench (NCLT,
Mumbai). As of now, the application has not yet been admitted by the NCLT.
Companys Response and Legal Course of Action: The Company is diligently navigating
this situation and is in the process of soliciting expert legal advice. Our primary
objective is to safeguard the Companys interests in this matter. We are actively
preparing to take appropriate and necessary measures to address this issue effectively.
Forward Outlook: The Company is committed to pursuing all requisite actions to ensure
the preservation of its rights and interests. Our engagement with this matter is ongoing,
and we are poised to proceed judiciously as guided by legal expertise.
v MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Schedule V of SEBI (Listing Obligations and Disclosure Requirements),
2015, the Management Discussion and Analysis Report, which form an integral part of this
Report, is set out as a separate Annexure-3.
v CORPORATE GOVERNANCE
In adherence to the regulatory framework and as part of our commitment to transparent
business practices, we present the following disclosure on Corporate Governance for the
year ending March 31, 2023.
Exemption from Detailed Reporting: Pursuant to the stipulations laid down in Regulation
15(2) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, we wish to
inform our stakeholders that the Company qualifies for an exemption from providing a
comprehensive Corporate Governance Report. This exemption is attributed to two key
factors:
a) Paid-Up Capital: As of March 31, 2023, the paid-up capital of the Company stands at
Rs. 900.88 Lakhs, which is below the threshold of Rs. 10.00 Crores.
b) Net Worth: The Companys net worth, as of March 31, 2023, is Rs. 655.99 Lakhs, which
is below the prescribed limit of Rs. 25 Crores.
Annexure for Governance Aspects: While the above exemption relieves us from presenting
an elaborate Corporate Governance Report, we are committed to upholding the highest
standards of governance. To this end, we have prepared a separate annexure to this report.
The annexure encapsulates diverse governance facets that emerge from the provisions of the
Companies Act, 2013. We believe that this annexure reflects our dedication to good
governance practices despite the exemption from detailed reporting.
v CORPORATE SOCIAL RESPONSIBILITY (CSR) STATEMENT
In accordance with the provisions of Section 135 of the Companies Act, 2013, we hereby
provide our Corporate Social Responsibility (CSR) statement for the financial year ending
March 31, 2023.
Applicability Criteria: Pursuant to the stipulated criteria set forth in the Companies
Act, 2013, it is noted that the Company falls outside the ambit of mandatory CSR
obligations. The financial thresholds for applicability, as detailed below, have not been
met:
• Turnover of Rs. 1000 crore or more
• Net profit of Rs. 5 crore or more
• Net worth of Rs. 500 crore or more in the immediately preceding financial year
No Obligation: Given that the Company does not meet the above-mentioned financial
criteria, it is declared that the Company is not obligated to allocate resources or
undertake CSR initiatives for the financial year under review.
Commitment to Societal Progress: While the Company is exempt from the mandatory CSR
obligations as per the regulatory guidelines, we remain committed to contributing
positively to society and the communities in which we operate. We firmly believe in
fostering sustainable growth and making meaningful contributions that extend beyond mere
regulatory requirements.
Future Prospects: As the Company continues its journey, we envision reaching the
financial thresholds that trigger mandatory CSR obligations. At that juncture, we pledge
to channel our resources effectively and responsibly to address societal needs and
upliftment.
v UTILISATION OF FUNDS RAISED ON CONVERSION OF WARRANTS ISSUED THROUGH
PREFERENTIALALLOTMENT
During the reporting period, the Company successfully raised funds through the
conversion of warrants issued on a preferential basis to Mr. Virat Shah and Mr. Alok Shah.
The utilization of these funds has significantly contributed to enhancing the financial
strength and growth prospects of the Company.
Details of Fund Utilization:
• Amount Raised: The Company received a total amount of Rs. 98,84,292
(representing 75% of the issue price) from the warrant holders.
• Equity Shares Issued: In return, 11,98,096 Equity Shares were allotted to the
warrant holders upon the conversion of warrants, as approved by the shareholders.
Purpose of Fund Utilization:The raised funds have been prudently allocated to several
key areas, in line with the Companys strategic objectives:
? Debt Reduction: A significant portion of the funds has been utilized to reduce the
existing debt burden of the Company. This measure has not only improved the financial
leverage but also enhanced the overall financial health.
? Expansion Initiatives: The Companys growth aspirations have been supported through
the allocation of funds towards expansion projects. This strategic investment aims to
widen the Companys market presence and drive sustainable business growth.
? Working Capital: The funds have been instrumental in fulfilling the working capital
requirements of the Company. Adequate working capital is vital for seamless operations and
growth pursuits.
Value Addition to Stakeholders:
The prudent utilization of funds from warrant conversion underscores the Companys
commitment to creating value for its stakeholders. The strengthened financial position,
debt reduction, and investment in expansion initiatives collectively contribute to
enhancing shareholder value and securing long-term sustainability.
v STATEMENT OF DEVIATION OR VARIATION
The Company received Rs. 98,84,292 (75% of the issue price) following the conversion of
warrants issued on a preferential basis, duly approved by the shareholders.
In accordance with Regulation 32 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors hereby affirms the following:
There has been no deviation or variation in the utilization of the proceeds/funds from
the objectives as outlined in the explanatory statement of the notice dated 16 July 2021,
pertaining to the 26th Annual General Meeting.
The funds obtained through the warrant conversion have been utilized strictly as
intended and in alignment with the stated purposes, ensuring transparency, compliance, and
accountability.
v AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered / executed by the parties as mentioned under clause 5A
of paragraph A of PartA of Schedule III of SEBI (Listing Obligation and Disclosures
Requirements) Regulations, 2015 which, either directlyor indirectly effect / impact the
Management or Control of the Company or impose any restriction or create anyliability upon
the Company
v THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
No settlement is done.
v APPRECIATION
The Board of Directors extends its heartfelt appreciation to the entire team of
dedicated employees and their families for their unwavering commitment and valuable
contributions to the Companys operations throughout the year. The collective efforts,
dedication, and hard work of our employees have been instrumental in driving the Companys
growth and success.
Furthermore, the Directors wish to express their gratitude to our esteemed partners,
Banks, Business Associates, and Financial Institutions for their unwavering support and
cooperation. Your collaborative efforts have been pivotal in our journey, and we look
forward to continued partnerships that foster mutual growth and success.
The synergy between our employees, stakeholders, and partners has played a significant
role in shaping our achievements, and we remain committed to fostering a culture of
excellence and collaboration.
|
For and on behalf of Board of Directors |
|
RR Metalmakers India Limited |
|
Sd/- |
| Dated: 01.09.2023 |
Mr. Virat Shah, Chairman |
| Place: Mumbai |
DIN: 00764118 |
|
Registered Office: |
|
B-001& B-002, Ground Floor, Antop Hill Warehousing Complex Ltd, |
|
Barkat Ali Naka, Salt Pan Wadala(E), Mumbai 400037 |
+91-9892691696
