undefined share price Directors report


Dear Shareholders,

Your directors have pleasure in presenting their 37thAnnual Report on the businesses and operations of your company together with audited statement of accounts for the year ended on 31st March, 2023.

1. FINANCIAL PERFORMANCE & HIGHLIGHTS:

The Standalone financial statements of the year ended March 31,2023 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act,2013 read with Companies (Accounts) Rules,2014.

For the year ended on 31.03.2023 For the year ended on 31.03.2022
(Rs. In Lacs) (Rs. In Lacs)
Total Sales 9988.43 5316.68
Other Income 2.36 0.04
Total Income 9990.79 5316.72
Profit/(Loss) before Interest & Depreciation 237.87 207.71
Interest 126.84 138.67
Profit/(Loss) before depreciation 111.03 69.04
Depreciation 7.43 07.80
Profit/ (Net Loss) before Taxation 103.60 61.24
Provision for Taxation 8.00 05.00
Deferred Tax (Net) 0.00 0.00
Profit/ (Net Loss) after Taxation 95.60 56.24
Balance brought forward from previous year (34.55) (90.79)
Profit available for appropriation 61.05 (34.55)
Balance carried to Balance Sheet 61.05 (34.55)

2. OPERATIONAL REVIEW AND STATE OF COMPANYS AFFAIR:

The Company is mainly engaged in the business of manufacturing of ERW Steel Tubes. The financial performance of the company has been improved since the previous financial year. During the year under review, the sales and other income increased to Rs.9988.43 Lacs as compared to Rs.5316.68 Lacs in the previous year. The profit during the year is Rs.95.60lacs as compared to A profit of Rs. 56.24 lacs in the previous year.

3. AMOUNT TRANSFER TO RESERVES:

In view of the insufficient profits, The Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

4. DIVIDEND:

The board of directors has not recommended any dividend for the financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EUDCATION AND PROTECTION

FUND:

The provision of section 125 (2) of the companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. CHANGE IN THE NATURE OF BUSINESS:

In pursuance to Rule 8 (5) of the Companies (Accounts)Rules, 2014, there is no change in the nature of business in the year under review.

7. MATERIAL CHANGES & COMMITMENTS:

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Boards Report.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS

OPERATIONS IN FUTURE:

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts)Rules, 2014, No significant or material orders were passed by the Regulators or courts or tribunals which impact the going concern status and companys operation in future.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place, adequate internal financial controls as referred in Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2023 the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year. The internal control framework is designed to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is reviews by the management and documented policies, guidelines and procedures. The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake further measures as necessary in line with its intent to adhere to the procedures, guidelines and regulations, as applicable, in transparent manner.

10. DETAILS / FINANCIAL POSITION OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATE COMPANY:

The company does not have any Subsidiary/Associate or Joint Venture.

11. DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31st March, 2023.

12. CAPITAL STRUCTURE:

There was no change in the Companys share capital during the year under audit. The paid-up equity share capital as on 31st March, 2023 was Rs.44998500. During the year under review, the company has neither issued shares with differential voting rights, nor granted stock options and sweat equity. As on March 31, 2023, none of the Directors of the company hold any convertible instruments of the company.

13. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for Financial Year 2022-23is available on the

Companys website at web linkhttps://www.rajtube.com

14. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information to prevent misuse thereof and regulate trading by designated persons. The code of practices and procedures for fair disclosure of unpublished price sensitive information is also available on the Companys website, i.e.,www.rajtube.com

15. COMPLIANCE OF SECRETARIAL STANDARDS:

During the year, the Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

16. DIRECTORS AND KEY MENERGRIAL PERSONNEL:

(i)Retire by Rotation

The Independent Directors hold office for a fixed period of five years from the date of their appointment and are not liable to retire by rotation. Out of the remaining Non-Executive/ Non-Independent Directors, in accordance with the provisions of the Companies Act and the Articles of Association of the Company, Ms. Rajshree Jain (DIN: 06934858) being longest in office retire by rotation and being eligible, offer his candidature for reappointment as Director.

(ii)Independent Directors and their Declaration of Independence

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations) as amended from time to time.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have already enrolled their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the

Ministry of Corporate Affairs under the relevant rules and submitted the exemption letter from the online proficiency self-assessment test as prescribed under the said relevant rules.

A formal letter of appointment to Independent Directors as provided in Act has been issued and the draft of the same is available on website of the Company viz.www.rajtube.com

(iii)Composition of Board of Director as on 31st March 2023 and changes during the year

The Board of the Company as on March 31, 2023 consist of 4 directors out of which 2 are Independent directors, one is Managing Director and One is Non Executive director.

There were changes in the composition of key managerial personnel during the financial year 2022-23.

S.No. Name Of Director Designation Nature of Change Date Change of
1. Mr. Chandra Prakash Khunteta (DIN: 09799089) Non-Executive Independent Director Appointment 25th Nov., 2022
2. Mr. Krishan Murari Gupta (DIN: 09338222) Non-Executive Independent Director Cessation 25th Nov., 2022

(iv)Changes in the composition of Key Managerial Personnel (other than Board of Directors):

Pursuant to the Provisions of Section 203 of the companies Act, 2013 the Key Managerial Personnel of the company are Mr. Harish Chand Jain (Managing Director) Mr. Pradeep Jain (Chief Financial Officer) and Ms.Monika Soni (Company Secretary). There are changes in key managerial personnel during the year on account of resignation of Vandana Kanwar from the post of Company Secretary w.e.f. 30/09/2022 and appointment of Monika Soni as company secretary w.e.f. 01/10/2022.

17. FAMILIARIZATION OF INDEPENDENT DIRECTOR:

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors. The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at:http://rajtube.com/data/FAMILARIZATION %202021.pdf

18. LOAN FROM DIRECTOR:

Your company has taken unsecured loan from Mr. Harish Chand Jain, Managing Director of the company in earlier years and outstanding balance at the 31st March, 2023 is Rs.10.98 lacs. Mr. Harish Chand Jain, Managing Director of the company has submitted declaration to the company that these funds are given of his own funds and not being given out of borrowed funds or by accepting loans and deposits from others.

19.BOARD EVALUATION:

In terms of the requirements of the Act and Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole, Board Committees and the individual Directors.

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. The objective of this evaluation process is constructive improvement in the effectiveness of Board, maximize its strengths and tackle weaknesses, if there are any.

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.

The Board and the Nomination and Remuneration Committee ("NRC") 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. In addition, the Chairman was also evaluated on the key aspects of his role.

Independent Directors, in their separate meeting, reviewed and evaluate the performance of non-independent directors, board as a whole, Managing Director and the Chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of Independent Directors is done by the entire board of Directors (excluding the directors being evaluated).

20. NOMINATION AND REMUNERATION POLICY:

Matching the needs of the Company and enhancing the competencies of the Board are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. The current policy is to have a balance mix of executive and non-executive Independent Directors to maintain the Independence of the Board, and separate its function of governance and management. The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of Directors, senior management personnel and performance evaluation of Directors/Board/Committees/Chairman.

As at 31 March, 2023, the Board of Directors comprises of 4 Directors out of which 3 are non-executive and 1 is executive including 1 women Director. The number of Independent Directors is 2, which is one half of the total numbers of Directors. The policy has been duly approved and adopted by the Board, pursuant to the recommendations of the Nomination, Remuneration Committee of the Board. The detailed Nomination and Remuneration Policy of the Company is posted on the website of the Companyhttp://rajtube.com/data/Nomination%20&%20Remuneration%20%20Policy%20(a mended%2001.04.2019.pdfduring the financial year, no changes were made in the Policy.

21. CODE OF CONDUCT:

The Company has laid down a code of conduct for the members of the Board and senior management personnel of the Company. The code of conduct has been posted on the Companys website, i.e.,www.rajtube.com. The code of conduct has been circulated to all the members of the Board and senior management personnel and they have affirmed their compliance with the said code of conduct for the financial year ended 31st March, 2023. A declaration to this effect, signed by Mr. Harish Chand Jain, Managing Director of the Company, is appended at the end of this report.

22. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:

In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, your Company has constituted an ‘Internal Complaints Committee (‘Committee). The Company has in place a Policy for Prevention of Sexual Harassment at

Workplace as per requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The detailed policy is available at http://rajtube.com/data/Anti%20Sexual%20harassment%20Policy.pdf.

During the year under review, the Company has not received any complaint pertaining to sexual harassment.

23. BOARD MEETINGS:

During the financial year 2022-23, following meetings were convened:

Board Meetings

S. No. Date of Board Meeting Boards Strength No. of Directors Present
1. 28/05/2022 4 4
2. 09/08/2022 4 4
3. 29/08/2022 4 4
4. 30/09/2022 4 4
5. 14/11/2022 4 4
6. 25/11/2022 4 4
7. 11/01/2023 4 4
8. 11/02/2023 4 4

Attendance records of the Directors at the Board Meetings during the year ended on 31st March, 2023 and at the last AGM is as under:

Name of Directors No. of Board Meetings held No. of Board Meetings entitle to attend No. of Board Meeting attend Attendance at last AGM Dated 24/09/2022
Harish Chand Jain 08 08 08 Yes
Rajshree Jain 08 08 08 Yes
Mahendra Kumar Jain 08 08 08 Yes
Krishan Murari Gupta 08 05 05 Yes
Chandra Prakash 08 02 02 No
Khunteta

24. COMMITTEES OF THE BOARD:

The Companys governance structure is based on the principles of freedom to the executive management within a given framework to ensure that the powers vested in the executive management are exercised with due care and responsibility so as to meet the expectation of all the stakeholders. In line with these principles and the Companies Act, 2013, the Company has formed following three Committees of Directors which are focused on financial reporting, audit & internal controls, compliance issues, appointment and remuneration of Directors and Senior Management Employees and the risk management framework.

AUDIT COMMITTEE:

The audit committee of the Company is constituted in line with the provisions of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Act. The Audit Committee comprises three (3) Directors namely Shri Chandra Prakash Khunteta(Chairman), Shri Mahendra Kumar Jain and Smt. Rajshree Jain as other members. All the members of the committee possess sound knowledge of Accounts, Audit, Finance, Internal Control etc.

BROAD TERMS OF REFERENCE

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations. Its inter-alia includes the following: a) The recommendation for appointment, remuneration and terms of appointment of auditors of the company;

b) Review and monitor the auditors independence and performance, and effectiveness of audit process;

c) Examination of the financial statement and the auditors report thereon;

d) Approval or any subsequent modification of transactions of the company with related parties;

e) Scrutiny of inter-corporate loans and investments;

f) Valuation of undertakings or assets of the company, wherever it is necessary;

g) Evaluation of internal financial controls and risk management systems;

h) Monitoring the end use of funds raised through public offers and related matters.

During the year 2022-23, 5 (Five) meetings of Audit Committee were held and not more than 120 days lapsed between two consecutive meetings of the Audit Committee. The dates on which the said meetings were held:

28th May,2022; 09th August,2022; 14thNovember, 2022; and 11th February,2023.

All the Members of the Committee were present at all the meetings.

The Board has accepted all the recommendations made by the Audit Committee during the year under review.

NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee comprises three (3) Directors namely Shri Chandra Prakash Khunteta(Chairman), Smt. Rajshree Jain and Shri Mahendra Kumar Jain as other members.

TERMS OF REFERENCE:

The Committee is empowered to:

a)Formulate criteria for determining qualifications, positive attributes and independence of Directors and evaluating the performance of the Board of Directors;

b) Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy and to carry out evaluation of every Directors performance.

c) Recommend to the Board the appointment and removal of Directors and Senior Management and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

d) Ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks. e) Devise a policy on Board diversity.

f) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modification, as may be applicable.

During the Financial year 2022-23Five meeting of Nomination and Remuneration Committee were held. The dates on which the said meetings were held:

28th May,2022; 09th August,2022; 30th Sep. 2022, 14th November, 2022; 25th November, 2022 and 11th February,2023.

All the Members of the Committee were present at all the meetings.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders / investors complaints with respect to transfer, transmission of shares, duplicate issuance of share certificate, non-receipt of Annual Report, non-receipt of dividend etc.

The Stakeholders Relationship Committee consists of three members and all are Non-Executive Directors including the Chairman of the Committee. Mr. Mahendra Kumar Jain is the Chairman of the Committee.

25. MEETING OF MEMBERS:

The members of the company met once during the financial year 2022-23 on 24th September, 2022 on Annual General Meeting of the Company in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book maintained by the Company.

26. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of CSR are not applicable to the company for the Financial Year 2022-23 as the company does not fall under the provisions of Section 135 of the Companies Act, 2013.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The company has a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or policy. The detail of the policy is posted on the website of the company web link for the same is http://rajtube.com/data/blower.pdf

During the year under review, the Company has not received any complaint under this policy.

28. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES U/S 186:

There is no outstanding loan & guarantee at the year-end as prescribed under section 186 of the Companies Act, 2013. The company has not made any investment during the year as prescribed under section 186 of the Companies Act, 2013.The details of investments held as on 31.03.2023 are given in Financial Statements.

29. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the financial year ended March 31, 2023, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ‘arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 read with Regulation 23 of SEBI (LODR), 2015.Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Board of Directors of the Company, as per the provisions of Regulation 23 of the Listing Regulations, has formulated a policy on Material Related Party Transactions. The said policy is available on the website of the Company i.e. www.rajtube.com. Form No. AOC-2 which forms part of the Boards Report is annexed herewith as Annexure II.

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 forming part of this Report & Annual Accounts 2022-23.

30. AUDITORS:

? STATUTORY AUDITORS:

M/s Giriraj & Lohiya, Chartered Accountants were appointed as Statutory Auditors of the Company, to hold office from the conclusion of 35th Annual general Meeting held on 25th September,2021 until the conclusion of 40th Annual General Meeting to be held in the year 2026.

? AUDITORS REPORT:

The Auditors Report to the members on the accounts of the company for the financial year ended 31st March,2023 does not contain any qualification, reservations or adverse remarks.

The Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation.

? REPORTING OF FRAUD BY AUDITORS:

As specified under Section 143 (12) of Companies Act, 2013 including any statutory amendments or modifications, if any, the auditor of the company has not reported any fraud in the course of the performance of his duties as auditor.

? COST RECORDS AND COST AUDITOR:

Pursuant to the provisions of Section 148(2) of the Companies Act,2013 read with Companies (Cost Records and Audit) Rules,2014, the Board of Directors of the company has on the recommendation of Audit Committee approved the re-appointment of M/s M. Goyal & Company (Firm Registration No. 000051), Cost Accountants as the Cost Auditors of the company for the year ending March 31, 2024. The remuneration proposed to be paid to the Cost Auditor requires ratification in terms of Section 148 read with Rule 14 of the Companies (Audit & Auditors) Rules, 2014 and is accordingly forms part of the notice convening the AGM.

? SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. Khushbu Kanwar, Company Secretary in Whole Time Practice, to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit report is annexed to this report as Annexure-III. The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation or adverse remark.

31. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) CONSERVATION OF ENERGY:

The information pursuant to sub-section 3(m) of section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is either nil or not applicable. However, the company is conscious about its responsibility to conserve energy, power and other energy resources wherever applicable.

b) TECHNOLOGY ABSORPTION:

Your Company has not imported any technology in the year under review.

c) FOREIGN EXCHANGE EARNING & OUTGO:

There was no inflow and outflow of Foreign Exchange during the year.

32. MANAGERIAL REMUNERATION/PARTICULARS OF EMPLOYEES:

A. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

I.The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Remuneration paid to Managing Director:

NAME OF DIRECTORS DESIGNATION RATIO TO MEDIAN REMUNERATION % Increase / Remuneration (Decrease) in
Mr. Harish Chand Jain* Managing Director 2.63 NIL

*Based on annualized remuneration excluding sitting fees during the financial year 2022-23.

Non- executive directors are only being paid sitting fees. They do not draw any remuneration. II. The remuneration of any of the directors/CFO/CS did not increase in the relevant financial year.

Remuneration paid to KMPs:

NAME OF KMP DESIGNATION RATIO TO MEDIAN REMUNERATION % Increase / (Decrease) in Remuneration
Mr. Pradeep Jain CFO 1.75 NIL
Ms. Vandana Kanwar CS 1.02 * NIL
Ms. Monika Soni CS 0.92 * NIL

*Annualized

III.The percentage increase in the median remuneration of employees in the Financial Year:

Median Remuneration at the end of F.Y. 2021-22 Median Remuneration at the end of F.Y. 2022-23 % increase/decrease in the remuneration of employees median
229499 273785 19.29%

*While calculating median remuneration, remuneration of only those employees is considered who were in employment for the complete financial year 2022-23.

IV.The number of permanent employees on the payroll of the company at the end of the relevant financial year: 20

V.There is no increase in the remuneration of employees or Key managerial personnel, hence comparison is not made.

VI.There is no variable component of remuneration availed by directors in the relevant financial year.

VII.The company affirms the remuneration is as per the remuneration policy of the company.

VIII.None of the directors of the company (MD or WTD) receives any commission from company.

IX. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee who is drawing remuneration in excess of the limits set out in the said rules.

B. Details pursuant to section 197 (12) of the Companies Act,2013 read with the rule 5 (2) of the companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Name Age Remuneration received (per annum) Designation Nature Of Employment Qualification & Experience Commencement of Employment Last Employment % of equity shares held Whether Relative Of Director
Saurabh Jain 39 480000/- Marketing manager Onroll Employee B.COM, 8 Years March 2014 Unemployed 7.52% YES, son of Mr. Harish Chand Jain (Managing Director)
Pradeep Jain 42 480000/- CFO Onroll Employee B.COM 7+ Years October 2014 Unemployed 4.23% YES, son of Mr. Harish Chand Jain (Managing Director)
Vandana Kanwar 34 120000/- Company Secretary (resigned w.e.f 30/09/2021) Onroll Employee CS, LLB, M.COM, 4+ Years May 2018 Unemployed - NO
Monika Soni 34 126500 /- Company Secretary (appoint w.e.f.04/10/ 2021) Onroll Employee CS, , B.A, 4+ Years May 2018 employed - NO
Shambhu Dayal Sharma 51 221617/- Electrician Onroll Employee 12th, 2 Year June 2020 Unemployed - NO
Onkarsin gh 35 219303/- Supervisor Onroll Employee 12th, 2 Year June 2020 Unemployed - NO
Babulaljat 37 224074/- Slating Operator Onroll Employee 12th, 3 Year June 2020 Unemployed - NO
Ganga dharverma 56 222703/- Crane operator Onroll Employee Graduate, 2 Year Feb, 2021 Unemployed - NO
Ram narayan 48 221364/- Accountant Onroll Employee Graduate, 3 Year May 2020 Unemployed - NO
Ram kishoreyadav 33 209238/- Mill Operator IInd Onroll Employee B.A., 3 Year June 2020 Unemployed - NO
Sita ram sharma 42 224728/- Threading Operator 1st Onroll Employee B. Com, 3 year June 2020 Unemployed - No

33. CORPORATE GOVERNANCE:

The company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirement as set out by SEBI. As regards to the Corporate Governance Report as specified in Para C of Schedule V of SEBI (Listing Obligations and disclosure Requirements) Regulations 2015, the same is not applicable to the Company as the equity share capital of the company is less than Rs. 10 crore and net worth is less than Rs. 25 crores.

34. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year under review is enclosed as Annexure-I to this report.

35. MD/CFO CERTIFICATION:

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations and the same forms part of this Annual Report.

36. COMPLIANCE CERTIFICATE:

The Compliance Certificate on the financial statements for the financial year ended 31st March, 2023 is enclosed at the end of this report.

37. RISK MANAGEMENT POLICY:

Pursuant to the requirement of Companies Act, 2013 and of listing regulations, the company has a robust Enterprise Risk Management framework to identify, evaluate business risk & opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level

38. INSURANCE:

The Property and assets of the Company are adequately financed.

39. DIRECTORS RESPONSIBILITY STATEMENT:

In Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed with proper explanation relating to material departures.

b) The Directors 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 as at March 31, 2023 and of the Profits of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ‘going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

40.LISTING OF SHARES:

The shares of the company are listed on the Bombay Stock Exchange Limited. The company has paid annual listing fees for the financial year 2023-24.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the insolvency Bankruptcy Code 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

43. OTHER DISCLOSURES AND REPORTING:

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

3. Any remuneration or commission received by Managing Director of the Company from any of its subsidiaries: Not Applicable

44.ACKNOWLEDGEMENTS:

Your Directors are grateful to the Government authorities, financial institutions, bankers, business constituents for their continued co-operation and timely support to the company.

Your Directors also express their deep appreciation for the devoted services by workers, staff and executives at all levels of operations in achieving the results for the year.Industrial relations continued to remain happy and cordial.

Date: August 26, 2023 For and on Behalf of the Board
Registered office:
28-37, Banke Bihari Industrial Area,
Jatawali Mod, Maharkala Road,
Dehra, Teh.: Chomu, Distt.
Jaipur-303806
(RAJSHREE JAIN) (HARISH CHAND JAIN)
Director Managing Director
DIN:06934858 DIN: 01504391