undefined share price Directors report


To,

The Members,

RIDDHI SIDDHI GLUCO BIOLS LIMITED

Your Directors are pleased to present the 32nd Annual Report and the Audited Accounts of the Company for the Financial Year ended on 31st March, 2023:

FINANCIAL RESULTS: (Rs. in Lakhs)
PARTICULARS Financial Year Ended 31.03.2023 Financial Year Ended 31.03.2022
Revenue from operations and other Income 19,346.24 15,038.26
Earnings before Interest, Taxes, Depreciation and Amortization 6346.94 10,286.17
Finance Cost 757.57 735.63
Depreciation 756.88 835.65
Profit /(Loss) before Tax and Exceptional items 4832.49 8,714.89
Exceptional Items - -
Net Tax Expense (benefit) 1505.00 1,522.27
Net Profit 3327.49 7192.62

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the financial year 2022-23, the revenue from operations and other income of the Company has increased from Rs. 15,038.26 lakhs to Rs. 19,346.24 lakhs. However the Net Profit of the Company has decreased from Rs. 7192.62 lakhs to Rs. 3327.49 lakhs on account of exclusion of profit of LLPs which were ceased to be subsidiaries on account of withdrawal of investment by the Company. The Board expects to get even better result in the next year.

DIVIDEND:

Your Directors recommended a Dividend of Rs. 1.50 (One Rupee and Fifty Paisa Only) per share on fully paid up equity shares of the face value of Rs. 10 (Rupees Ten Only) each i.e. 15% on paid up equity share capital of the Company for the Financial Year ended on 31st March, 2023. Dividend is subject to approval of members at the ensuing Annual General Meeting ("AGM") and shall be subject to deduction of income tax at source.

The total outgo towards dividend would be Rs. 106.95 Lakhs.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is disclosed in the Corporate Governance Report and is uploaded on the Companys website www.riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/dividend-distribution-policy.pdf

TRANSFER TO RESERVE:

During the year under review, the Board does not propose to carry any amount to reserves out of profit.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the Company.

DEPOSIT:

During the period under review, Company has not accepted or renewed any deposits from the public.

SHARE CAPITAL:

The authorised Equity Share Capital of the Company as at 31st March, 2023 is Rs. 14,00,00,000/- divided in to 1,40,00,000 Equity shares of Rs. 10/- each and the authorised Preference Share Capital of the Company is Rs. 12,00,00,000/- divided into 1,20,00,000 preference shares of Rs. 10/- each. The paid up Equity Share Capital as at 31st March, 2023 is Rs. 7,12,97,860/- divided in to 71,29,786 equity shares of Rs. 10/- each. During the year under review, Company has not issued shares or convertible securities or shares with differential voting rights and has also not granted any stock options or sweat equity or warrants.

FORFEITURE OF SHARES:

During the year under review, the Company has not forfeited any equity shares.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ganpatraj L. Chowdhary (DIN: 00344816), Managing Director of the Company will retire by rotation at the ensuing 32nd Annual General Meeting and being eligible offers himself for reappointment.

After the closure of financial year Mrs. Sangita Shingi (DIN: 06999605) was appointed as an Additional Director w.e.f. 11.08.2023 and her terms of office expires at this Annual General Meeting. She being eligible, offer herself for reappointment. As per section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and upon receipt of recommendation of Nomination and Remuneration Committee and notice in writing under Section 160(1) of the Companies Act, 2013 from a member of the Company in terms of Section 160(1) of the Companies Act, 2013 proposing Mrs. Sangita Shingi (DIN: 06999605) as a candidate for the office of Director, she is being now proposed to be appointed as an Independent Director to hold office as per her tenure of appointment mentioned in the Notice of Annual General Meeting of the Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section read with Schedule IV of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD:-

During the year under review, 5 (five) Board Meetings of the Company were convened on 30.05.2022, 06.08.2022, 14.11.2022,14.02.2023 and 24.02.2023.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standards as prescribed by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii) that accounting policies had been selected and applied them consistently and 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 ended on 31st March, 2023 and of the profit and loss of the company for that period;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis;

v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF COMMITTEE OF DIRECTORS:

Detailed note on Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, CSR Committee, Finance & Investment Committee and Stake Holders Relationship Committee of Directors, number of meetings held of each Committee during the financial year 2022-23 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY:

The details of policy developed and implemented by the Company on Corporate Social Responsibility is available on website of Company at www.riddhisiddhi.co.in. Further Annual Report on CSR activities pursuant to Rule 8 of Companies (Corporate Social Responsibility policy) Rules, 2014 as amended is attached as "Annexure-I" to this report.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter-se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairman. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation was carried out as under Board:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria specified by Companies Act, 2013. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Individual Directors:

Independent Directors: -

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving higher growth and concluded that continuance of each Independent Director on the Board will be in the interest of the Company.

Non-Independent Directors: -

The performance of each of the Non-Independent Directors (including the chairman) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

INTERNAL CONTROL SYSTEMS:

The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors.

ANNUAL RETURN:

The Annual Return of the Company for the Financial Year 2022-23 pursuant to Section 92(3) of the Companies Act, 2013 is available on website of the Company and web link of the same is http://www.riddhisiddhi.co.in/investors. html#horizontalTab16

APPOINTMENT AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy and defined the scope of the Committee which is in line with the provisions of the Companies Act, 2013. The policy is available on Companys website at www.riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/policy- for-appointment-of-directors-kmp-and-senior-management-employees.pdf

WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal and unethical practices, unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy which is available at the Companys website at www.riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/vigil-mechanism- policy.pdf

RISK MANAGEMENT:

The Management has evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company. Though, rules relating to Risk Management Policy does not apply to the Company, Company has voluntarily adopted the Risk Management Policy and uploaded the same on Companys website at www. riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/risk-management-policy-rsgbl.pdf

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any associate company and joint ventures. The Company has following subsidiary within the meaning of Section 2(6) of the Companies Act, 2013:

Sr. No. Name of Entity CIN/LLPN Status
1 Shree Rama Newsprint Limited Village Barbodha, Taluka Olpad, District Surat - 395 005 Gujarat L21010GJ1991PLC019432 Subsidiary

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES/JOINT VENTURE/ ASSOCIATE COMPANY:

A statement containing the salient features of the financial statement of the Companys subsidiary under the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 has been annexed as "Annexure-II" in prescribed form AOC-1.

RELATED PARTY TRANSACTIONS:

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business on an arms length basis. The particulars of contract or arrangements entered into by the Company with related parties in terms 188(1) of the Companies Act, 2013 are disclosed in Form No. AOC-2 as annexed "Annexure-III" Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone / consolidated financial statements.

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, your Company has formulated a Policy on Material Related Party Transactions which is available on Companys website at www.riddhisiddhi.co.in and weblink for the same is http://www.riddhisiddhi.co.in/pdf/ Policv%20on%20Related%20Partv%20Transactions.pdf

LISTING OF SHARES:

Equity Shares of Company continue to be listed on BSE Limited till the signing date of this report. The Company has paid the requisite listing fees to the stock exchange.

DELISTING OF SHARES:

Mr. Ganpatraj L. Chowdhary, Promoter of Riddhi Siddhi Gluco Biols Limited ("Company") vide his letter dated 07.12.2017 expressed his intention to purchase entire 17,89,634 equity shares representing 25.18% paid up equity share capital held by public shareholders in order to voluntary delist the equity shares of Company from BSE Ltd. BSE Ltd had given inprincipal approval on 20.02.2018 but the same was withdrawn on 26.12.2018 hence the delisting process was dropped.

After withdrawn of in-principle approval, SEBI issued Show Cause Notice on 20.12.2019 and 08.10.2020 alleging violations of various securities laws with respect to delisting matter to various persons/ entities including promoters and the Company.

Relating to Show Cause Notice dated 08.10.2020, the Company is in receipt of order dated 02.07.2021 from Adjudicating Officer of SEBI imposing penalty of Rs. 5,00,000/- each on Company and two of its promoter Directors. The said order was challenged before Honble Securities and Appellate Tribunal ("SAT"). The Company on directions of Honble SAT has deposited penalty amount with SEBI.

Relating to Show Cause Notice dated 20.12.2019, the Company is in receipt of order dated 11.08.2021 from Learned Whole Time Member ("WTM") of SEBI directing the Company to comply with Minimum Public Shareholding ("MPS") Requirement and restraining the Company along with its 2 Promoters Directors and CFO from accessing securities market for period of 1 year/2 years. The said order was also challenged before Honble Securities and Appellate Tribunal ("SAT") and Honble SAT vide its order dated 28.10.2021 have stayed the effect and operation of the order passed by Learned WTM of SEBI dated 11.08.2021.

Both the matters were listed for final hearing and disposal and next date of hearing is 20.09.2023.

INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company has transferred Rs. 1,90,971/- unpaid dividend amount to Investor Education and Protection Fund (IEPF) in terms of Section 124(5) of Companies Act, 2013. Further, the Company has also transferred 2,671 Equity Shares in respect of which dividend was unclaimed/unpaid for a period of 7 consecutive years to the demat account of IEPF Authority pursuant to Section 124(6) of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

The details of amount lying in unpaid dividend accounts of the Company is available on website of the Company i.e. www.riddhisiddhi.co.in.

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

Particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required u/s 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable to the Company as Company was not engaged in any manufacturing during the year under review. Foreign Exchange Earnings is Nil and Foreign Exchange Outgo amounts to Rs. Nil during the year under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

Report on Corporate Governance, Management Discussion & Analysis Report, in terms of Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 is made part of this report. A certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is also annexed to this Annual Report.

PARTICULARS OF EMPLOYEES:

Company does not have any employees who is drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, attached as "Annexure- IV"

The statement containing the names of top ten employees will be made available on request sent to the Company on ahmd@riddhisiddhi.co.in.

SECRETARIAL AUDIT:

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 Board on the recommendations of the Audit Committee, has appointed Mr. Kinjal Shah, Practicing Company Secretary, Ahmedabad (Membership no. F7417 and COP No. 21716) to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2023. Secretarial Audit Report issued by Mr. Kinjal Shah in Form MR-3 forms part of this report and marked as "Annexure-V". Further the Board of Directors of the Company in its meeting held on 11th August,2023 appointed Mr. Kinjal Shah, Practicing Company Secretary, Ahmedabad (Membership No. F 7417 CoP No. 21716) to undertake Secretarial Audit for the Financial Year 2023-24.

CASH FLOW STATEMENT:

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, the Cash Flow Statement forms part to Financial Statements is attached to the Annual Report.

AUDITORS:

The Board of Directors of the Company at its meeting held on 31.05.2021 had approved the appointment of M/s. Batliboi & Purohit, Chartered Accountants (FRN: 101048W) for a period of five years from the conclusion of 30th Annual General Meeting and accordingly they will hold the office as a Statutory Auditors till the conclusion of 35th Annual General Meeting to be held in the year 2026. The said appointment was subsequently approved by the shareholders in their 30th Annual General Meeting held on 25.09.2021.

EXPLANATIONS / COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR / COMPANY SECRETARY IN PRACTICE IN THEIR REPORT:

(i) By the Statutory Auditors in their report;

There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the Statutory Auditors of the Company.

(ii) By the Company Secretary in Practice in his Secretarial Audit Report;

There is no qualification, reservation or adverse remark or disclaimer in secretarial audit report issued by the Company Secretary in Practice.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The provisions regarding Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 are applicable to the Company and the Company has constituted Internal Complaint Committee as per the provisions of Sexual Harassment of Women Act Workplace (Prevention, Prohibition & Redressal) Act, 2013. There is no complaint received or pending till 31st March, 2023 under the said policy.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

In terms of Section 134(3)(i) of the Companies Act, 2013, it is reported that, except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

SIGNIFICANT AND MATERIAL ORDERS:

There are no material orders passed by Regulators, Courts or Tribunals impacting the going concern status and companys operations in future.

INDUSTRIAL RELATIONS:

The industrial relations remained cordial throughout the year under review.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS AND APPOINTMENT OF COST AUDITOR:

Provisions of maintenance of Cost Accounts and Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and provisions regarding appointment of Cost Auditors are not applicable to the Company.

ADOPTION OF POLICES AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Board framed policies on Preservation of Documents and Determining Materiality for Disclosure to Stock Exchanges which are available at the Companys website at www.riddhisiddhi.co.in and weblink for the same is https://www. riddhisiddhi.co.in/pdf/policy-on-preservation-of-documents.pdf .

REPORTING OF FRAUD:

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.

COMPLIANCE WITH SECRETARIAL STANDARDS:

Your Directors confirm that, Company complies with applicable mandatory Secretarial Standards issued by The Institute of Company Secretaries of India.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

During the year under review, the Company has not made any application before the National Company Law Tribunal under Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against customer and there is no pending proceeding against the Company under Insolvency and Bankruptcy Code, 2016.

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 DURING THE FINANCIAL YEAR:

It is not applicable to the Company, during the financial year.

ACKNOWLEDGEMENT:

The Directors wish to place on record and acknowledge their appreciation and gratitude for the continued co-operation and support received from the Central Government, the State Government of Gujarat, Regulatory Bodies, participating Financial Institutions and Banks, Customers, Suppliers and Dealers. The Directors take this opportunity to express their appreciation towards the dedication, commitment and teamwork shown by employees, which has contributed in taking the Company on the path of prosperity. Your Directors further thank the fraternity of Members/Shareholders for their continued confidence reposed in the management of the Company.

For and on behalf of the Board of Directors of

Riddhi Siddhi Gluco Biols Limited

Ganpatraj L. Chowdhary Siddharth Chowdhary
Date: 11.08.2023 Managing Director Whole-time Director
Place: Ahmedabad DIN:00344816 DIN:01798350