To, The Members
Riddhi Steel and Tube Limited
83/84, Village Kamod, Piplaj-Pirana Road, Ahmedabad - 382427, Gujarat.
Your Directors are pleased to present their 22nd Boards Report with the
Audited Financial statements for the year ended on 31st March, 2023.
Financial summary or highlights of performance of the company
(Amt in Rs. Lacs)
Particulars |
2022-23 |
2021-22 |
Revenue from Operations |
30266.54 |
30259.65 |
Other Income |
242.99 |
291.68 |
Total Income from Operations (Net) |
30509.53 |
30551.34 |
Profit/(Loss) before Tax and Extra Ordinary Items |
480.68 |
383.52 |
Less: Extra Ordinary Items |
- |
- |
Less: Current Tax |
121.26 |
116.70 |
Deferred Tax |
19.31 |
19.02 |
Prior Period Tax |
- |
- |
Profit/(Loss) After Tax |
340.11 |
242.79 |
Balance Carried to Balance Sheet |
340.11 |
242.79 |
Paid up Capital |
82902520 |
82902520 |
Earnings Per Share |
4.10 |
2.99 |
Reserves and Surplus |
4416.07 |
4075.96 |
The total income from operations (net) of the Company for the year under review is Rs.
30509.53 Lacs as compared to Rs. 30551.54 Lacs in the previous year. Profit after taxation
stood at Rs. 340.11 Lacs compared to Profit after taxation of Rs. 242.79 Lacs in the
previous year.
Dividend
With a view to conserve resources and expansion of business, your Directors have
thought it prudent not to recommend any dividend for the financial year under review.
Transfer to reserve
The Company has transferred of Rs. 340.11 Lacs (Profit for the current year) in Reserve
and Surplus.
Change in nature of bussiness
During the year, your Company has not changed its business or object and continues to
be in the same line of business as per main object of the Company.
Share capital
The Paid up equity capital as on March 31, 2023 was Rs. 8,29,02,520 during the year
under review. The Company has not issued any shares with differential rights as to
dividend, voting or otherwise.
Deposits
The Company has neither accepted nor renewed any deposits within the meaning of
Companies (Acceptance of Deposits) Rules, 2014.
Directors responsibilities statements
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended 31st March, 2023, the Board of
Directors hereby confirms that:
I. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures.
II. The Directors had 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 or 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 safe guarding 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 and that
the directors had laid down internal financial control to be followed by the company and
that such internal financial control is adequate and were operating effectively. V. 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.
Internal financial control
Adequate internal control systems commensurate with the nature of the Company's
business, its size, and complexity of its operations are in place and have been operating
satisfactorily. Internal control systems comprising policies and procedures are designed
to ensure reliability off financial reporting, timely feedback on achievement of
operational and s trategic goals, compliance with policies, procedure, applicable laws and
regulations and that all assets and resources are acquired economically, used efficiently
and adequately protected.
Corporate social responsibilities(CSR)
Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover does
not exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore in any
financial year, hence the provisions of section 135 of the Companies Act, 2013 are not
applicable.
Details of the directors and key managerial personnel
During the year under review following were the changes during there was no change in
Board of Directors.
DIRECTORS AS ON APRIL 01, 2022 |
RAJESHKUMAR MITTAL |
PREETI MITTAL |
PARAS SHAH |
SAURIN SHAH |
KIRANKUMAR AGARWAL |
- |
Managing Director |
DIRECTOR & CFO |
Independent Director |
Independent Director |
Independent Director |
DIRECTORS AS ON MARCH 31, 2023 |
RAJESHKUMAR MITTAL |
PREETI MITTAL |
PARAS SHAH |
SAURIN SHAH |
KIRANKUMAR AGARWAL |
- |
Managing Director |
DIRECTOR & CFO |
Independent Director |
Independent Director |
Independent Director |
Further none of the Directors of the Company are disqualified under sub-section (2) of
Section 164 of the Companies Act, 2013. In accordance with the provisions of Section 152
and other applicable provisions if any of the Companies Act 2013 read with the Companies
(Appointment and Qualification of Directors) Rules 2014 (including and statutory
modification(s) or re-enactment(s) thereof for the time being in force) Mrs. Preeti
Mittal, Director is liable to retire by rotation at the ensuing Annual General Meeting
(AGM) and being eligible, have offered herself for re-appointment.
Independent Directors:
As per Schedule IV of the Companies Act 2013 a separate meeting of Independent
Directors without the attendance of Non- Independent Directors to discuss the agenda items
as required under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015. The Independent Directors reviewed the performance of
non-independent directors and the Board as whole reviewed the performance of the
Chairperson of the Company taking into account the views of executive and non-executive
directors and assessed the quality quantity and timeliness of flow of information between
the Company Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties. The Independent Directors expressed their satisfaction
with overall functioning and implementations of their suggestions. The Company has
received necessary declaration from each independent director under Section 149 (7) of the
act that they meet the criteria of independence laid down in Section 149 (6) of the act
Meeting of the company:
Regular meetings of the Board are held at least once in a quarter. Additional Board
meetings are convened, as and when require,
During the year under review, following meetings were held:
Meeting of Board of Directors: 9 Board Meeting
Meeting of Committees:
1. Audit Committee Meeting: 5 Meetings
2. Nomination and Remuneration Committee: 5 Meetings
3. Stakeholder Relationship Committee Meeting: 4 Meetings
4. Meeting of Independent Director: 1 Meetings
Evaluation of performance of board:
The Board adopted a formal mechanism for evaluating its performance as well as that of
its Committees and individual Directors, including the Chairman of the Board. The exercise
was carried out through a structured evaluation process covering various aspects of the
Board functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.
Statutory Auditors
M/s. Jigar Shah and Associates (FRN 128263W) were appointed as the auditors of the
company up to the 18th Annual General Meeting (AGM) of the company form the conclusion of
18th AGM till the conclusion of 23rd AGM. The requirement for the
annual ratification of the auditor's appointment at the AGM has been omitted pursuant to
the Companies (Amendment) Act 2017 made effective from May 07, 2018. During the year, the
statutory auditors have confirmed that they satisfy the independence criteria required
under the Companies Act 2013 and Code of ethics issued by the Institute of Chartered
Accountants of India
The Notes to the financial statements referred in the Auditors Report are
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act 2013.
The Auditors' Report does not contain any qualification reservation or adverse remark.
The Auditors' Report is enclosed with the financial statements in this Annual Report.
Reporting of frauds
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of the Act and the rules made there under.
Internal Auditor
Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014, the Company has re-appointed M/s C.P. Shah and Co., Chartered
Accountants, Proprietor Chetan P. Shah as an Internal Auditor of the Company for the
Financial Year 2023-24 by the Board of Directors, upon recommendation of the Audit
committee.
Cost Auditors
In terms of provisions of Section 148 of the Companies Act, 2013, Mayur Chhaganbhai
Undhad, Cost Accountants, Ahmedabad, were appointed as Cost Auditor of the Company for the
financial year 2022-23 by the Board as recommended by the Audit Committee and they have
offered themselves for reappointment for the Financial year 2023-24. The members are
requested in ensuring AGM to ratify the remuneration of the Mayur C Undhad for FY 2023-24.
Annexures to directors report
Management Discussion and Analysis:
The Management Discussion and Analysis Report on the operations of the Company have
been provided in a separate section which forms part of this Annual Report. The report on
Management Discussion and Analysis is annexed to this Report as Annexure-A.
Particulars of Employees and Related Disclosures:
Disclosure with respect to remuneration of Directors and employees as required under
Section197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board's Report
under Annexure B, Details of employee remuneration as required under
provisions of Section 197 of the Companies Act, 2013 and Rule 5 (2) and 5 (3) of Rules are
available at the Registered Office of the Company.
Extracts of Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of companies
(Management and Administration) Rules, 2014, the extract of Annual Return in the
prescribed from i.e. Form MGT-9 is available at the Registered office of the Companuy. The
Company has also placed a copy of Annual Return of the Company on its website
www.riddhitubes.com
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
based on the recommendations of Audit Committee have appointed M/s. R. K. Choksi &
Co., a Practicing Company Secretaries in Practice based in Ahmedabad to undertake the
Secretarial Audit of the Company for the financial year ended 31st March, 2023
and further the Secretarial Auditor has offered themselves for reappointment for the
financial year 2023-24. The Secretarial Audit Report for the financial year 2022-23 does
not contain any qualification, reservation or adverse remark except following Observation.
The Secretarial Audit Report is annexed here to as "Annexure-C" and forms part
of this Report.
Secretarial Auditor's Observations in Secretarial Audit Report:
There is a qualification, reservation or adverse remarks or disclaimer made by the
auditors in their report .
Remark |
Explanation by Board |
Delay in Compliance with Regulation 33 relating to Financial
Results (Half Year and Annually) |
Company has complied the same by Filling the Financial Result as
approved by Board. Company is taking due care and action to comply with the Rules and
Regulation in due time. |
Delay in Compliance with Regulation 31 relating to Shareholding
Pattern |
Company has complied the same by Filling the Same. Company is
taking due care and action to comply with the Rules and Regulation in due time. |
Delay in furnishing prior intimation about the meeting of the board
of directors |
Company is taking due care and action to comply with the Rules and
Regulation in due time. |
Non-Compliance with ROC Form Filling |
Due to Non-availability of required s taff Non Filling happened.
However company is taking due action to file pending forms if any |
Certificate Of Non-Disqualification Of Directors:
Company is listed under SME listed and Pursuant to Regulation 34(3) and Schedule V Para
C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the Company. However, there are no directors as on
March 31, 2023 who are disqualified under the Companies Act 2013.
Material changes and commitments affecting the financial position of the company
There are no material changes and commitments affecting the financial position of the
company have occurred between the ends of the financial year of the company.
Business responsibility reports
The Business Responsibility Report as stipulated under Regulation 34(2) (f) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to
the Company for the FY ended 31st March, 2023.
Investor services
The Company and its Registrar, M/s. Kfintech Private Limited, who is looking after the
physical as well as Demat work and also shareholders correspondence in terms of SEBI
direction for having a common Registrar and Share Transfer Agent, endeavored their best to
service the Investors satisfactorily. Your Company has constituted a Committee comprising
of 3 Independent Directors of the Company to redress the Investor grievances.
Particulars of contracts and arrangement with related party:
All the transactions entered into with the Related Parties were in ordinary course of
business and on arm's length basis. Details of such transactions are given at note number
11. No transactions were entered into by the Company which required disclosure in Form
AOC-2.
Subsidiary, Associate and Joint Company
Your Company does not have any subsidiaries, joint ventures and associate companies.
Vigil Mechanism/ Whistle Blower Policy:
The Company has formulated Whistleblower Policy in conformity with the provisions of
Section 177 (9) of the Companies Act, 2013 and Listing Regulations to provide a mechanism
for any concerned person of the company to approach the Ethics Counselor/ Chairman of the
Audit Committee of the Company for the purpose of dealing with instance of fraud and
mismanagement, if any and also ensure that whistleblowers are protected from retribution,
whether within or outside the organization.
Details of Loan , Guarantee and Investment by the company:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Report on Corporate Governance
Your Company is listed on SME Exchange, and as on Financial Year ending 31st March
2023, the provisions relation to Corporate Governance is not applicable to the Company
under Regulation 15(2)(b) of SEBI (Listing Obligation Disclosure Requirements) Regulation
2015.
Research and Development
The Company believes that technological obsolescence is a reality. Only progressive
research and development will help us to measure up to future challenges and
opportunities. We invest in and encourage continuous innovation. During the year under
review, expenditure on research and development is not significant in relation to the
nature size of operations of your Company.
Prevention of Insider Trading
In January 2015, SEBI notified the SEBI (Prohibition of insider trading) Regulations,
2015 which came into with effect from 15th May, 2015. Pursuant there to, the Company has
formulated and adopted a new Code for Prevention of Insider Trading. The Company has
adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company's shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession
of unpublished price sensitive information in relation to the Company and during the
period when the Trading Window is closed. The Board is responsible for implementation of
the Code. All Directors and the designated employees have confirmed compliance with the
Code.
Transfer of unclaimed dividend to investor education and protection fund:
In terms of Section 125 of the Companies Act, 2013 and other applicable provisions, if
any, of the Companies Act, 2013 including any statutory modifications or re-enactments
thereof, there was no unpaid/unclaimed dividend declared paid last year.
Insurance
The Company has taken adequate insurance cover on all movable and immovable assets to
recover various types of risks.
Policies
The Company has formulated various policies as required under various Rules and
Regulations duly approved by the Board.
Risk Management
Apart from normal business risk, no major risk is foreseen that in the opinion of the
Board may threaten the existence of the Company. During the Year, the Board has decided
that Audit Committee shall identify risk, assess, monitor, review and report the risk
engaged in the business and shall also carry out the role of Risk Management.
Conservation of Energy , Technological Absorption , Foreign exchange earnings &
Outgo:
(a) Conservation of energy:
- Steps taken/ impact on Conservation of energy,
The Company has continued its efforts to improve energy efficiency from time to time.
The Company has already installed Solar Panel at factory to generate and use the
electricity in the Factory. (b) Technology Absorption: No new technology is absorbed by
the company as company is equipped in well manner with all the required technologies and
machineries that it requires in order to have smooth functioning of business operations.
(c) Foreign exchange Earnings and Outgo:
- Foreign Exchange earned in terms of actual Inflows during the year - Nil - Foreign
Exchange outgo during the year in terms of actual Outflows Nil
Disclosure as per the sexual harassment of woman at workplace,( prevention, prohibition
and redressal ) act 2013
The Company always endeavors to create and provide an environment to its employees and
external individuals engaged with the Company that is free from discrimination and
harassment including sexual harassment. During the year, under review there were no
incidences of sexual harassment reported and received.
Secretarial Standard
During the year under review the company had complied with SS-1 & SS-2 Secretarial
Standard on Meetings of The Board Of Directors & Secretarial Standard on General
Meetings respectively.
Disclosures
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
I. Details relating to deposits covered under Chapter V of the Act.
II. Issue of equity shares with differential rights as to dividend, voting or
otherwise.
III. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
IV. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
Acknowledgement
The Board of Directors also wish to place on record their gratitude and appreciation to
all the Members and Stakeholders for their trust and confidence shown in the Company.
For Riddhi Steel and Tube Limited |
|
Rajesh Kumar Mittal |
Preeti R. Mittal |
SD/- |
SD/- |
Managing Director |
Director & CFO |
DIN : 00878934 |
DIN : 01594555 |
Date: September 05, 2023 |
Date: September 05, 2023 |
Place: Ahmedabad |
Place: Ahmedabad |