Dear Members,
Your Board of Directors (Board') are pleased to present the
29th (Twenty-Ninth) Annual Report on the affairs, business and operations of
your Company together with the Audited Financial Statements for the Financial year ended
31st March, 2023.
FINANCIAL RESULTS
The summarised Financial Performance of your Company for the financial
year ended 31st March, 2023 is summarised as follows:
` in Lacs
Particulars |
Financial year ended |
Financial year ended |
|
31st March, 2023 |
31st March, 2022 |
Revenue From Operations |
12,527.17 |
4,156.03 |
Other Income |
46.23 |
66.82 |
Total Revenue |
12,573.41 |
4,222.86 |
Profit Before Depreciation, Finance |
2,671.09 |
621.73 |
Costs, Exceptional items and Tax |
|
|
Expenses |
|
|
Less: Depreciation & Amortisation |
280.12 |
280.71 |
Expenses |
|
|
Less: Finance Cost |
695.63 |
306.59 |
Profit Before Tax |
1,695.34 |
34.43 |
Less: Tax Expenses (Current & Deferred) |
521.27 |
-23.27 |
Profit After |
1,174.07 |
57.70 |
Earnings per share (Nominal value per |
18.97 |
0.95 |
share ` 10/-) Basic & Diluted |
|
|
Note: Previous year's figures have been regrouped and rearranged
wherever necessary.
FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS
The Company's revenue from operations for FY 2022-23 was
`12,573.41 lacs compared to ` 4,222.86 lacs in the previous year, an increase of 2.98
times over the previous year. The Company's Profit before tax was` 1,695.34 lacs
during the year compared to ` 34.43 lacs in the previous year. The Company earned a net
profit after tax of` 1,174.07 lacs as against a net profit after tax of` 57.70 lacs in the
previous year.
DIVIDEND
Your Directors feel that it would be prudent to plough back the profits
for future growth of the Company and do not recommend any dividend for the financial year
ended 31st March, 2023.
TRANSFER TO RESERVES & SURPLUS
As permitted under the provisions of the Companies Act, 2013, no amount
has been proposed to be carried to any Reserves. The entire amount of ` 1,174.07 lacs is
proposed to be retained in the Surplus.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
The Company obtained credit ratings from CRISIL Ratings, a Credit
Rating Agency, on 11th August, 2023 for long-term bank facilities as CRISIL
BB+/Stable and short-term bank facilities as CRISIL A4+.
There have been no material changes and commitments except as mentioned
above, affecting the financial position of the Company between the end of the financial
year to which the financial statements relate and the date of the report during the year
under review.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, there was no change in the nature of the business for
the Company.
CHANGE IN CAPITAL STRUCTURE
During the year, your Company allotted 7,80,000 equity shares of ` 10/-
each at an issue price of ` 70/- per share including a premium of ` 60/- per share as a
result of which, the paid-up share capital of the Company as on 31st March,
2023 stood increased to ` 687.22 lacs comprising of 68,72,200 Equity Shares of ` 10 each.
During the year your Company increased the Authorised Share Capital of
the Company from ` 6,50,00,000/- (Rupees Six Crores and Fifty Lacs Only) divided into
65,00,000 (Sixty-Five Lacs) Equity Shares of `10/- each to ` 11,00,00,000/- (Rupees Eleven
Crores Only) divided into 1,10,00,000 (One Crore Ten lacs) Equity Shares of ` 10/- each
ranking pari passu in all respect with the existing Equity Shares of the Company as per
the Memorandum and Articles of Association of the Company.
Further, during the financial year 2022-23, your Company has neither
issued any shares with differential voting rights nor has granted any stock options or
sweat equity. As on 31st March, 2023. None of the Directors or Key Managerial Personnel of
the Company holds instruments convertible into equity shares of the Company. All the
Shares of the Promoters which are held in the Company are in dematerialised form.
DEPOSITS
During the year under review, your Company has not accepted any
deposits or there is no amount which has been considered as deemed deposit within the
meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules,
2014 (as amended) from time to time and as such no amount of principal or interest
remained unpaid or unclaimed at the end of the financial year 31st March, 2023.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENT
Particulars of Loans, Guarantees and Investments as on the financial
year ended 31st March, 2023 as covered under the provisions of Section 186 of the
Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014
are given in the respective notes to Financial Statements provided in the Annual Report.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The Company doesn't have any Subsidiary, Joint Venture or
Associate Company.
CREDIT RATING
During the period under review, the Company has obtained credit ratings
from Infomerics Valuation and Rating Private Limited, a Credit rating agency, for
long-term bank facilities as IVR BB-/Stable and for short-term bank facilities including
short-term bank facilities (proposed) as IVR A4.
MEMORANDUM AND ARTICLES OF ASSOCIATION
During the year, the Company has not altered its Articles of
Association. However, the Memorandum of Association was altered as Company increased the
Authorised Share Capital of the Company from ` 6,50,00,000/- (Rupees Six Crores and Fifty
Lacs Only) divided into 65,00,000 (Sixty Five Lacs) Equity Shares of `10/- each to `
11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten lacs)
Equity Shares of ` 10/- each ranking paripassu in all respect with the existing Equity
Shares of the Company as per the Memorandum and Articles of Association of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Your Company's Board is duly constituted which is in compliance
with the requirements of the Act, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 [hereinafter referred to as "Listing
Regulations"] and provisions of the Articles of Association of the Company.
Retirement by rotation and subsequent re-appointment
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Company's Articles of Association, Mrs. Neha Agarwal (DIN: 07540311) is
liable to retire by rotation at the 29th Annual General Meeting and being eligible offers
herself for reappointment. Based on the recommendations of the Nomination and Remuneration
Committee, the Board recommends the re-appointment of Mrs. Neha Agarwal as director liable
to retire by rotation.
The brief resume and other details as required under Regulation 36(3)
of the SEBI (LODR) 2015, of the Directors seeking re-appointment at the ensuing AGM are
provided in the Notice of the AGM of the Company which forms a part of the Annual Report.
Appointment / Cessation
Mr. Himanshu Goyal, Independent Director of the Company resigned from
the directorship of the Company w.e.f. 13th June, 2022. The Board placed on record the
valuable guidance and support received from him during his tenure.
Mr. Mane Shriram Vishwasrao, was appointed by the Board as an
Additional Director (Non-Executive Independent) on the Board of the Company w.e.f. 13th
August, 2022 and regularised as an Independent Director of the Company by the Shareholders
at the 28th Annual General Meeting held on 30th September, 2022 to hold office for a term
of 5 years consecutive years from 13th August, 2022 to 12th August, 2027.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel
(hereinafter referred to as "KMP") of the Company in accordance with the
provisions of Section 2(51) and Section 203 of the Act, read with the Rules framed there
under:-
1. Mr. Ashok Kumar Agarwal, Chairman cum Managing Director;
2. Mr. Ankit Agrawal, Whole-time Director & Chief Financial
Officer;
3. Mrs. Neha Agarwal, Executive Director; and
4. Mrs. Preeti Khatore, Company Secretary & Compliance Officer
During the year, there has been no other change in the Key Managerial
Personnel of the Company. However, after the closure of the Financial Year 2022-23, Mrs.
Preeti Khatore has resigned from the post of Company Secretary & Compliance Officer
w.e.f. 28th July, 2023 and Ms. Shivi Kapoor has been appointed as Company Secretary &
Compliance Officer of the Company w.e.f. 14th August, 2023.
Details pertaining to their remuneration have been provided in the copy
of the Annual Return available on the website of the Company under the weblink: https://
www.rmcindia.in. None of the KMP of the Company is holding office in any other Company as
KMP and none of the Directors/ KMP of the Company are disqualified.
Statement of Declaration given by Independent Directors
The Company has received the necessary declaration of independence from
all Independent Directors of the Company, under Section 149(7) of the Act, that he/she
meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and
rules made thereunder and SEBI (LODR) Regulations, 2015 and are not disqualified from
continuing as Independent Directors.
The Independent Directors have also confirmed that they have registered
themselves with the Independent Director's Database maintained by the Indian
Institute of Corporate Affairs. Furthermore, the Company has also received statements from
all the Independent Directors that they have complied with the Code of Conduct for
Independent Directors prescribed in Schedule IV of the act and also a statement on
compliance with the Code of Conduct for Directors and Senior Management Personnel
formulated by the Company.
Separate Meeting of Independent Directors of the Company
The Independent Directors met once during the year under report, i.e.,
23rd January, 2023, without the presence of Non-Independent Directors or members of the
management.
The Independent Directors evaluated the performance of the
Non-Independent Directors, wherein the evaluation of the performance of the
Non-Independent Directors, including the Chairman and also of the Board as a Whole was
made, against pre-defined identified criteria.
BOARD EVALUATION
The evaluation process focused on various aspects of the Board and its
Committees such as composition and structure, functioning, the effectiveness of Board
processes, information and functioning, etc.
The evaluation of all the Directors and the Board as a whole was
conducted by the Board and found to be satisfactory. The flow of information between the
Company management and the Board is adequate, qualitative and timely. As required under
the provisions of the Act, a meeting of all Independent Directors was convened and held
during the year. In a separate meeting of Independent Directors, the performance of
Non-Independent Directors, the Board as a whole and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors. The same was discussed in the Board Meeting including the performance of the
Board, its Committees and individual directors.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
In terms of Schedule IV of the Companies Act, 2013, the Directors of
the Company are familiar with their roles, rights, responsibilities in the Company, nature
of the Industry in which the Company operates, business model of the Company etc. and
updated on changes and developments in the Domestic and Global Corporate and Industry
Scenario including those pertaining to statutes, legislations, and economic environment
and on matters affecting the Company, to enable them to take well informed & timely
decisions. Details of such familiarisation programs are posted on the website of the
Company at the https://
rmcindia.in/investors/policies-code-form/familiarization-programme-for-non-executive-directors-pdf/
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3) (c) & 134(5) of
the Act, your Board of Directors to the best of their knowledge and ability hereby confirm
a. In the preparation of the annual accounts for the financial year
ended 31st March 2023, the applicable accounting standards have been followed along 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 at the end of the
financial year and of the profit and loss of the Company for that period;
c. The Directors have sufficient taken proper and 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;
d. The Directors have prepared the annual accounts on a going concern
basis;
e. The Directors have laid down internal financial controls for the
Company and these internal financial controls were adequate and operating effectively;
f. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
DETAILS OF MEETINGS OF THE BOARD OF DIRECTORS HELD DURING THE YEAR
The Board meets at regular intervals to discuss and decide on business
policy and strategy apart from other Board Business. The Meetings of the Board of
Directors were held at the Corporate Office of the Company situated at B-11 (B&C)
Malviya Industrial Area, Jaipur- 302017 Rajasthan. The notices of Board / Committee
meetings were given well in advance to all the Directors. The Agenda for the Board and
Committee Meetings include detailed notes on the items to be discussed at the meeting to
enable the Directors to make informed decisions. All observations, recommendations and
decisions of the Committees were placed before the Board for consideration and approval.
During the financial year 2022-23, 16 (sixteen) were convened and held
on 06th April, 2022; 14th May, 2022; 13th June, 2022; 10th August, 2022; 13th August,
2022; 19th August, 2022; 05th September, 2022; 22nd September, 2022; 22nd
October, 2022; 02nd November, 2022; 29th November, 2022; 21st December, 2022; 26th
December, 2022, 30th December, 2022; 23rd January, 2023 and 13th February,
2023. The gap between two consecutive Board Meetings did not exceed one hundred twenty
(120) days as prescribed under the Act and the Listing Regulations. The necessary quorum
was present at all the meetings.
The attendance of each Director at the Meetings of the Board of
Directors held during the financial year 2022-23 is as follows:
Serial No. |
Name of Directors |
Designation |
No. of Board Meetings
Attended |
Attendance at the last AGM |
1. |
Mr. Ashok Kumar Agarwal (DIN:
00739152) |
Chairman Cum Managing
Director |
16 |
Yes |
2. |
Mr. Ankit Agrawal (DIN:
00793035) |
Whole-time Director &
Chief Financial Officer |
16 |
Yes |
3. |
Mrs. Neha Agarwal (DIN:
07540311) |
Executive Director |
16 |
Yes |
4. |
Mr. Kuldeep Kumar Gupta (DIN:
01591373) |
Independent Director |
16 |
Yes |
5. |
Mrs. Krati Agarwal (DIN:
08789232) |
Independent Director |
16 |
Yes |
6. |
Mr. Himanshu Goyal (DIN:
03101053) |
Independent Director |
2 |
NA |
7. |
Mr. Mane Shriram Vishwasrao
(DIN: 09701613 ) |
Independent Director |
2 |
Yes |
COMMITTEES OF THE BOARD
As on 31st March, 2023, the Board has 3(Three) committees as per the
provisions of the Companies Act, 2013 read with rules, made thereunder, with proper
composition of its members 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. The Board periodically evaluates
the performance of all the Committees as a whole. All observations, recommendations and
decisions of the Committees are placed before the Board for consideration and approval.
The Board has the following committees as under:
Audit Committee;
Nomination and Remuneration Committee;
Stakeholders Relationship Committee
Audit Committee
The Board of Directors of your Company has duly constituted the Audit
Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with
the Rules framed thereunder. The Audit Committee comprises of Mr. Kuldeep Kumar Gupta
(Non-Executive Independent Director) the Chairman of the Committee, Mr. Ashok Kumar
Agarwal (Chairman Cum Managing Director) and Mr. Mane Shriram Vishwasrao (Non-Executive
Independent Director) as Members of the Committee as on 31st March, 2023.
Mr. Himanshu Goyal, ceased to be Independent Director of the Company
w.e.f. 13th June, 2022, so also ceased to be a member of the Committee w.e.f. 13th June,
2022 and Mr. Mane Shriram Vishwasrao, Independent Director of the Company, was appointed
as Member of the Committee w.e.f. 13th August, 2022.
The powers, role and terms of reference of the Audit Committee covers
the areas as contemplated under Section 177 of the Act and such other functions as may be
specifically by the Board from time to time. The Board has accepted all recommendations
made by the Audit Committee during the year.
6 (six) Audit Committee Meetings were held during the financial year
2022-23. The dates on which the meetings were held are 06th April, 2022; 14th May, 2022;
13th June, 2022; 13th August, 2022; 22nd October, 2022 and 23rd January, 2023.
The attendance of each Member at the Audit Committee Meetings held during the financial
year 2022-23 is as follows:
Serial No. |
Name of Members |
Designation |
No. of Meetings Attended |
1. |
Mr. Ashok Kumar Agarwal
(DIN: 00739152) |
Chairman Cum Managing
Director |
6 |
2. |
Mr. Kuldeep Kumar Gupta (DIN:
01591373) |
Independent Director |
6 |
3. |
Mr. Himanshu Goyal (DIN:
03101053) |
Independent Director |
2 |
4. |
Mr. Mane Shriram Vishwasrao
(DIN: 09701613 ) |
Independent Director |
1 |
Nomination and Remuneration Committee
The Committee comprises of Mr. Kuldeep Gupta (Non-Executive Independent
Director), Chairman of the Committee, Mr. Mane Shriram Vishwasrao (Non-Executive
Independent Director), and Mrs. Krati Agarwal (Non-Executive
Independent Director), as members of the Committee as on 31st March, 2023.
Mr. Himanshu Goyal, ceased to be Independent Director of the Company
w.e.f. 13th June, 2022, so also ceased to be member of the Committee w.e.f. 13th June,
2022 and Mr. Mane Shriram Vishwasrao, Independent Director of the Company, was appointed
as a member of the Committee w.e.f. 13th August, 2022.
The powers, role and terms of reference of the Nomination and
Remuneration Committee cover the areas as contemplated under Section 178 of the Act,
besides other terms as may be referred by the Board of Directors. The Board has accepted
all recommendations made by the Nomination and Remuneration Committee during the year.
3 (three) meetings of the Nomination and Remuneration Committee were
held during the year 2022-23. The dates on which the meetings were held are 14th May,
2022; 10th August, 2022 and 23rd January, 2023. The attendance of each Member
at the Nomination and Remuneration Committee Meetings held during the financial year
2022-23 are as follows:
Serial No. |
Name of Members |
Designation |
No. of Meetings Attended |
1. |
Mr. Kuldeep Kumar Gupta (DIN:
01591373) |
Independent Director |
3 |
2. |
Mrs. Krati Agarwal (DIN:
08789232) |
Independent Director |
3 |
3. |
Mr. Himanshu Goyal (DIN:
03101053) |
Independent Director |
1 |
4. |
Mr. Mane Shriram Vishwasrao
(DIN: 09701613) |
Independent Director |
0 |
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of Mr. Kuldeep Gupta
(Non-Executive Independent Director), Chairman of the Committee, Mr. Mane Shriram
Vishwasrao (Non-Executive Independent Director), and Mrs. Krati Agarwal (Non-Executive
Independent Director), as members of the Committee as on 31st March, 2023.
Mr. Himanshu Goyal, ceased to be Independent Director of the Company
w.e.f. 13th June, 2022, so also ceased to be a member of the Committee w.e.f. 13th June,
2022 and Mr. Mane Shriram Vishwasrao, Independent Director of the Company, was appointed
as a member of the Committee w.e.f. 13th August, 2022.
The Committee, inter-alia, reviews the issue of duplicate certificates
and oversees and reviews all matters connected with the Company's transfers of
securities. It looks into the redressal of shareholders'/investors' complaints
related to the transfer of shares, non-receipt of annual reports, non-receipt of declared
dividends and such other functions as may be specifically delegated to the Committee by
the Board from time to time. There being no investor grievances complaint pending, the
committee reviewed the existing procedures for attending to complaints as and when they
arise.
5 (five) Stakeholders Relationship Committee Meetings were held during
the financial year 2022-23. The dates on which the meetings were held are 06th April,
2022; 04th July, 2022; 05th September, 2022; 25th October, 2022 and 23rd
January, 2023.
The attendance of each Member at the Stakeholders' Relationship
Committee Meetings held during the financial year 2022-23 is as follows:
Serial No. |
Name of Members |
Designation |
No. of Meetings Attended |
1. |
Mr. Kuldeep Kumar Gupta (DIN:
01591373) |
Independent Director |
5 |
2. |
Mrs. Krati Agarwal (DIN:
08789232) |
Independent Director |
5 |
3. |
Mr. Himanshu Goyal (DIN:
03101053) |
Independent Director |
1 |
4. |
Mr. Mane Shriram Vishwasrao
(DIN: 09701613) |
Independent Director |
1 |
NO DEFAULT
The Company has not defaulted in payment of interest and repayment of a
loan to any of the financial institutions and/ or banks during the period under review.
RELATED PARTY TRANSACTIONS
As required under the Companies Act, prior omnibus approval was
obtained for Related Party Transactions on a quarterly basis for transactions that are of
a repetitive nature and/or entered in the ordinary course of business and are at
Arm's Length basis, in the first meeting of Audit Committee for the financial year
2022-23.
All contracts, arrangements and transactions entered into by the
Company with related parties during the financial year 2022-2023 were in the ordinary
course of business and on an arm's length basis. During the year, the Company did not
enter into any transaction, contract or arrangement with related parties that could be
considered material in accordance with the Company's policy on dealing with related
party transactions. During the year there were no material significant related party
Company with Promoters, Directors or KMP which may have potential conflict with the
interest of the Company at large. All transactions with related parties entered by the
Company in the normal course of business are periodically placed before the Audit
Committee of the Company for its approval. The details of the related party transactions
are set out in Notes to the Financial Statements of the Company. The Related Party
Transactions Policy as approved by the Board is uploaded on the Company's website
https:// rmcindia.in/investors/policies-code-form/related-party-transactions-policy-pdf/
None of the Directors or KMP has any pecuniary relationships or
transactions vis-a-vis the Company. There were no transactions during the year under
review which would require to be reported in Form AOC-2.
AUDITORS AND AUDITORS' REPORTS
Statutory Auditor
M/s. Rakesh Ashok & Co., Chartered Accountants Firm Registration
No. 011273C were appointed as Statutory Auditors of the Company by the members at the 28th
years to Annual General Meeting for a period of five hold office from the conclusion of
the Annual General Meeting held in year 2022 till the conclusion of the 33rd
Annual General Meeting of the Company to be held in the year 2027.
The Statutory Auditors of the Company have submitted an Auditors'
Report on the financial statements of the Company for the financial year ended 31st March,
2023. The reports do not contain any reservations, qualification or adverse remarks. The
information referred to in the Auditors' Report is self-explanatory and does not call
for any further comments.
Secretarial Auditor
The Board of Directors of your Company has as per the requirement under
Section 204 of the Act and rules made there under, re-appointed B K Sharma &
Associates, Company Secretaries (COP No. 12636), to conduct the Secretarial Audit of the
Company for the financial year 2022-23.
The Secretarial Audit Report for the financial year 2022-23 forms an
integral part of this Report as Annexure A'. There is no audit
qualification for the year under review.
Cost Auditor
During the year under review, the Company was not required to appoint a
Cost Auditor as per the requirement of the Central Government and pursuant to Section 148
of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time. Further pursuant to the provision of section 148(1) of the
Companies Act, 2013, maintenance of cost records as specified by Central Government are
maintained by the Company.
Internal Auditor transactions made by the
Pursuant to the provisions of Section 138 and any other applicable
provisions of the Companies Act, 2013 and the rules made there under, Ms. Ekta Gupta,
Chartered Accountant was appointed as the Internal Auditor of the Company for the
financial year 2022-23. The Internal Auditor has placed the Internal Audit Report for
every quarter and the same was discussed with the Board.
BOARD POLICIES
Vigil Mechanism and Whistle Blower Policy
The Company has adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors and Employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct or
ethics policy and also report instances of leak of unpublished price sensitive
information. The policy provides for adequate safeguards against victimisation of
Employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. Your Company hereby affirms that no Director/Employees has been
denied access to the Chairman of the Audit Committee.
The Whistle Blower Policy is available on the website of the Company at
the web link https://rmcindia.in/
investors/policies-code-form/vigil-mechanism-whistle-blower-policy-pdf/
Nomination and Remuneration Policy
The Company has in place a Nomination and Remuneration policy duly
adopted and approved by the Board. The Nomination and Remuneration Policy of the Company
includes the terms and conditions for appointment and payment of remuneration to the
Directors and KMP and other Senior Management Personnel including criteria for determining
qualifications, of a director as per Section 178 and Schedule IV of the Act. There have
been no changes in the said policy during the year. The said policy may be accessed on the
website of the Company at the web link https://
rmcindia.in/investors/policies-code-form/nomination-remuneration-policy-pdf/
Risk Management Policy
The Company has developed and implemented the Risk Management Policy
and the Audit Committee of the Board reviews the same periodically. The Risk Management
policy may be accessed on the website of the Company viz.,
https://rmcindia.in/investors/%20 policies-code-form/risk-management-policy-pdf/
Other Codes and Policies may be accessed on the website of the Company
viz., http://www.rmcindia.in.
SECRETARIAL STANDARDS
The Directors state that the applicable Secretarial Standards i.e. SS-1
and SS-2, issued by the Institute of Company Secretaries of India, relating to meetings of
the Board of Directors and General Meetings respectively, have been duly complied with.
ANNUAL RETURN
A copy of the Annual Return of the Company has been placed on the
website of the Company at the web link http:// www.rmcindia.in.
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 has been uploaded on the
Company's web link https://rmcindia.in/investors/
policies-code-form/code-of-conduct-pdf/
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 workplace, in business
practices and in dealing with stakeholders. The Code gives guidance through examples on
the expected behaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management Personnel have
confirmed compliance with the Code. All Management Staff were given appropriate training
in this regard.
PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of
conduct and code of practices and procedures for fair disclosure of positive attributes,
and independence 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 Company's website i.e.
https://rmcindia.in/investors/ policies-code-form/code-of-insider-trading-pdf/ The Board
is responsible for the implementation of the Code. All the Directors and the Designated
Employees have confirmed compliance with the Code.
LISTING OF SHARES
The shares of the Company are listed on BSE Limited SME Platform and
the Annual listing fee for the year 2022-23 has been duly paid.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
As per Section 134(5) (e) of the Companies Act, 2013, the Directors
have an overall responsibility for ensuring that the Company has implemented a robust
system and framework of internal financial controls. The Company has laid down an adequate
system of internal controls, policies and procedures for ensuring orderly and efficient
Policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial disclosures. The internal financial controls are adequate and operating
effectively. The effectiveness of internal financial controls is ensured through
management reviews, controlled self-assessment and independent testing by the Internal
Audit Team.
The members of the Audit Committee of your Company are well-versed with
the financial management. Such an adequate internal control system helps in the
identification of potential operation processes.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Reporting as required under Regulation
34(2) (f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is not applicable to our Company for the financial year 2022-23.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
and material orders passed by the Therearenosignificant
Regulators/ court that would impact the ongoing concern status of the
Company and its future operations.
CORPORATE GOVERNANCE
As per regulation 15(2) of the Listing Regulation, compliance with the
Corporate Governance Provisions shall not apply in respect of the following class of the
Companies:
a) Listed entity having paid up equity share capital not exceeding `10
Crore and Net Worth not exceeding ` 25 Crore, as on the last day of the previous financial
year;
b) Listed entity that has listed its specified securities on the SME
Exchange.
Since our Company falls in the ambit of aforesaid exemption (b); hence
compliance with the provisions of Corporate Governance shall not apply to the Company and
it does not form part of the Annual Report for the financial year 2022-23.
In line with same, the Company files the Corporate Governance-Non
Applicability Certificate quarterly basis as per Regulation 27(2) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as required under
regulation 34 (2) (f) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate section forming part of this
Annual Report as Annexure-B'.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The relevant information on the conservation of energy, technology
absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m)
of the
Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules,
2014 are given in Annexure C' forming part of this Annual Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are annexed to this report as
Annexure D'.
The statement containing names of the top ten employees in terms of
remuneration drawn and their other details as required to be furnished under Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided in a separate annexure forming part of this report.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH THE
PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUAL
HARASSMENT AT WORKPLACE
An Internal Complaints Committee (ICC) has been constituted in
accordance with the provisions of the
Prevention of Sexual Harassment Act to redress complaints received
regarding sexual harassment and all the provisions regarding the constitution are complied
with.
The Company has a zero tolerance towards sexual harassment at the
workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at
Workplace" and matters connected therewith or incidental thereto covering all the
aspects as contained under the Sexual Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013.
The role of ICC is not restricted to mere redressal of complaints but
also encompasses the prevention and prohibition of sexual harassment. During the year
under review, the Company has not received any Complaint to BSE on a pertaining to Sexual
Harassment.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the provisions of Section 135 of the
Company Act 2013, with regard to Corporate Social Responsibility (CSR) were not applicable
to your Company.
DISCLOSURE WITH RESPECT TO THE DEMAT SUSPENSE ACCOUNT/UNCLAIMED
SUSPENSE ACCOUNT
The Company does not have any of its securities lying in
demat/unclaimed suspense account arising out of public/ bonus/ right issues as at 31st
March 2023. Hence, the particulars relating to the aggregate number of shareholders and
the outstanding securities in suspense account and other related matters are not
applicable.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
There was no amount outstanding to be transferred as unclaimed dividend
to investor education and protection fund during the FY 2022-23.
APPLICATION/PROCEEDING PENDING UNDER INSOLVENCY & BANKRUPTCY CODE,
2016
There are no proceedings initiated/ pending against the Company under
the Insolvency &Bankruptcy Code, 2016 which materially impact the business of the
Company.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation for the
valuable support and cooperation received from suppliers, investors, banks, all regulatory
and government authorities and all other business associates. The Board places on record
its sincere appreciation towards the
Company's valued customers for the support and confidence reposed
by them in the organisation and looks forward to the continuance of this supportive
relationship in the future. Your Directors proudly acknowledge the contribution and hard
work of the employees of the Company at all levels, who, through their competence, hard
work, solidarity and commitment have enabled the Company to achieve consistent growth.
For and on behalf of the Board of Directors Sd/-Ashok Kumar Agarwal
Chairman & Managing Director DIN: 00793152
Place: Jaipur Date: 02nd September, 2023