The Board of Directors are pleased to present the Company's Annual Report and the
Company's audited financial statements for the financial year ended 31st March, 2025.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March, 2025 are as follow:
| Particulars |
Year ended 31st March 2025 |
Year ended 31st March 2024 |
| Revenue from Operations |
10526.63 |
160396.72 |
| Profit before tax from continuing operations |
657.97 |
144861.83 |
| Tax Expenses (Including Deferred Tax) |
(121.24) |
29856.80 |
| Profit after Tax |
779.21 |
115005.03 |
| Total Income for the year |
609.10 |
115451.32 |
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY'S AFFAIR
During the year under review, your Company achieved total revenue from operations of
Rs. 10526.63 thousand (previous year Rs. 160396.72thousand). The Profit after tax
(including other comprehensive income) is at Rs. 609.10 thousand (previous year loss Rs.
115451.32 thousand).
4. DIVIDEND
Your directors do not recommend any divided for the financial year ended 31s March
2025.
5. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and
consolidated Financial Statement is part of the Annual Report.
6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.
During the financial year total Rs. 112782/- of unpaid dividend balance of 2016-2017
was transferred to Investor's Education & Protection Fund.
8. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
ETC.
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as Annexure
A to Director's Report.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed also discussed at the meetings of the Risk Management
Committee and the Board of
Directors of the Company. The Company has constituted Risk Management Committee and its
risk management policy is available on the website of the Company.
10. INTERNAL CONTROL SYSTEM
The Company's internal controls system has been established on values of integrity and
operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company's internal control
systems are commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested and certified by Statutory as well as Internal
Auditors and their significant audit observations and follow up actions thereon are
reported to the Audit Committee.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
During the year under review, your Company has not made any investment, given any loan
or guarantee falling within the meaning of section 186 of the Companies Act, 2013 and the
rules made thereunder.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm's length basis, in the ordinary
course of business and are in compliance with the applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. There are no materially significant related party transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential
conflict with the interest of the Company at large or which warrants the approval of the
shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure B in
terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the
Company's financial statements in accordance with the Accounting Standards. All Related
Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is
obtained for the transactions which are foreseen and repetitive in nature.
13. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the workplace and towards
this end, has adopted a policy in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
All employees (permanent, contractual, temporary, trainees) are covered under the said
policy. The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual
harassment. During the financial year under review: a) Number of complaints filed during
the financial year: NIL b) Number of complaints disposed of during the financial year: NIL
c) Number of complaints pending as on end of the financial year: NIL
14. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the
link for Annual Return Financial Year 2024-25.
http://www.rishabhdighasteel.com/investors.html
15. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the financial year, the Board met 6 times on 28/05/2024, 29/07/2024, 14/08/2024,
06/09/2024, 12/11/2024 and 14/02/2025.
16. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the
Company hereby confirm:
That in the preparation of the annual accounts, the applicable accounting standards
have been followed and there has been no material departure.
That the selected accounting policies were applied consistently and the Directors 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 on 31st March, 2025, and that of the profit of
the Company for the year ended on that date. That proper and sufficient care has been
taken for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities. That the annual accounts have been prepared
on a going concern basis.
The Board has laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.
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.
17. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
18. ARTICULARS OF EMPLOYEES AND REMUNERATION
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 is given as Annexure
C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a statement showing the names and other particulars of employees
drawing remuneration in excess of the limits set out in the said Rules, if any, forms part
of the Report.
The policy is available on the Company's website. www.rishabhdighasteel.com.
19. DIRECTORS
Ms. Kumud Ashok Mehta is liable to retire by rotation in this ensuing Annual General
Meeting and being eligible he has offered herself for reappointment Your Directors
recommend her reappointment.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations. There has been no change in the circumstances affecting
their status as Independent Directors of the Company.
20. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013, the Board has formed a Risk Management
Committee. There are currently 3 Committees of the Board, as follows:
Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of
Section 177 of the Companies Act, 2013 read with regulation 18 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee as on the
date of the report comprises of 2 Non-Executive Independent Directors & 1 Executive
Directors.
Following are the members of the Committee
| Jigar Rajendra Sheth |
: Independent Director Chairman |
| Hardik Pravinbhai Makwana |
: Independent Director Member |
| Ashok Maganlal Mehta |
: Managing Director Member |
During the year there were in total 5 Audit committee meetings held on 28/05/2024,
29/07/2024, 06/09/2024, 12/11/2024 & 13/02/2025.
The Chairperson of Audit Committee was present in previous AGM held on 30/09/2024 to
answer shareholder's queries.
Broad terms of reference of the Audit Committee are as per following:
The role of the audit committee shall include the following:
1 Oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible; 2 Recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity; 3 Approval of payment to statutory auditors for any other
services rendered by the statutory auditors; 4 Reviewing with the management, the
quarterly financial statements before submission to the board for approval;
5 Reviewing and monitoring the auditor's independence and performance and effectiveness
of audit process. 7 Approval or any subsequent modification of transactions of the listed
entity with related parties. 8 Evaluation of internal financial controls and risk
management systems. 9 reviewing, with the management, performance of statutory and
Internal Auditors, adequacy of the internal control systems. 10 Reviewing the adequacy of
internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit. 11 Discussion with internal auditors of any
significant findings and follow up there on. 12 Reviewing the findings of any internal
investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board.
13 Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern. 14 To
review the functioning of the whistle blower mechanism. 15 Approval of appointment of
chief financial officer after assessing the qualifications, experience and background,
etc. of the candidate. 16 Carrying out any other function as is mentioned in the terms of
reference of the audit committee
Nomination And Remuneration Committee
The Nomination and Remuneration Committee of the Company is constituted in line with
the provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of 2 Non-Executive Independent Directors and 1 Executive
Director.
The Nomination and Remuneration Committee met 3 times in the Financial Year 2024-2025
on 28/05/2024, 14/08/2024 & 06/09/2024.
The necessary quorum was present in the said meetings.
The Chairman of the Nomination and Remuneration Committee was present at the last
Annual General Meeting of the Company held on 30/09/2024.
The composition of the Committee and the details of meetings held and attended by the
Directors are as under:
| Jigar Rajendra Sheth |
: Independent Director Chairman |
| Hardik Pravinbhai Makwana |
: Independent Director Member |
| Ashok Maganlal Mehta |
: Managing Director Member |
Role of nomination and remuneration committee, inter-alia, include the following:
(1) Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board of Directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees; (2)
Formulation of criteria for evaluation of performance of independent directors and the
board of directors; (3) Devising a policy on diversity of board of directors; (4)
Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the board of
directors their appointment and removal. (5) Whether to extend or continue the term of
appointment of the independent director, on the basis of the report of performance
evaluation of independent directors. (6) To recommend to the Board all remuneration, in
whatever form, payable to senior management.
The policy on directors' appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters is available on company's website.
Remuneration of Directors
The remuneration of the Managing Director and Whole- Time Director is recommended by
the Remuneration Committee and then approved by the Board of Directors and subsequently by
the shareholders in general meeting within the limits prescribed in Companies Act, 2013.
Criteria for making payments
Non-Executive Directors of the Company are paid sitting fees for attending Board and
Committee Meetings and no Commission is drawn by either of them during the year.
Performance evaluation criteria for Independent Directors: 1) Attendance and
participations in the meetings. 2) Preparing adequately for the board meetings.
3) Contribution towards strategy formation and other areas impacting company
performance 4) Rendering independent, unbiased opinion and resolution of issues at
meetings. 5) Safeguard of confidential information. 6) Initiative in terms of new ideas
and planning for the Company. 7) Timely inputs on the minutes of the meetings of the Board
and Committee's.
8) Raising of concerns to the Board
Remuneration Policy
The Nomination and Remuneration Policy devised in accordance with Section 178(3) and
(4) of the Companies Act, 2013 is available at the website of the Company:
https://rishabhdighasteel.com/ Further, criteria of making payments to non-executive
directors, the details of remuneration paid to all the Directors and the other disclosures
required to be made under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 have been published below:
Stakeholder Relationship Committee
The Stakeholder Relationship Committee of the Company is constituted in line with
Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of 2 Non-Executive Independent Directors and 1 Executive Director.
The committee looks into the shareholders and investors grievances that are not settled
at the level of Compliance Officer and helps to expedite the share transfers and related
matters. The Committee periodically reviews the status of stakeholders' grievances and
redressal of the same.
The Committee met once on 06/09/2024.
The necessary quorum was present for all the meetings. The Chairman of the Committee
was present at the last Annual General Meeting of the Company held on 30th September 2024.
The composition of the Committee during FY 2024-25 and the details of meetings held and
attended by the Directors are as under:
| Jigar Rajendra Sheth |
: Independent Director |
| Hardik Pravinbhai Makwana |
: Independent Director |
| Ashok Maganlal Mehta |
: Managing Director |
Following are the members of the Committee.
The role of the committee shall inter-alia include the following:
(1) Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/ transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings
etc. (2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share Transfer Agent. (4) Review
of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/ statutory notices by the shareholders of the Company.
21. MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the independent directors ("Annual ID Meeting") was
convened on
11/03/2025, which reviewed the performance of the Board (as a whole), the
Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective
feedback of each of the Independent Directors was discussed by the Chairperson with the
Board covering performance of the Board as a whole, performance of the Non-Independent
Directors and performance of the Board Chairman. All Independent Directors have given
declarations that they meet the criteria of independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and there is no change in their status of
Independence. As required under Section 149(7) of the Companies Act, 2013.
22. DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORS FOR THE
FINANCIAL YEAR 2024-2025 On appointment, the concerned Director is issued a Letter of
appointment setting out in detail, the terms of appointment, duties, responsibilities and
expected time commitments. Each newly appointed Independent Director is taken through an
induction and familiarization program including the presentation and interactive session
with the Committee Members and other Functional Heads on the
Company's finance and other important aspects.
23. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND
REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and motivate
Directors, KMP and senior management employees and the Directors appointed shall be of
high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/criteria while recommending the candidature
for the appointment as Director.
24. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
25. STATUTORY AUDITORS
M/S Bilimoria Mehta & Co, Chartered Accountant were appointed as Statutory Auditor
of the Company at the 33rd Annual General Meeting held on 30th September 2024,
to hold the office for a term upto 38th Annual General Meeting of the Company.
26. INTERNAL AUDITORS
M/s Yogesh Bhuva & Co., Chartered Accountant, were appointed as internal auditors
by the Board for the financial year 2024-25 and who have issued their reports on quarterly
basis.
27. SECRETARIAL AUDITORS
The Company has appointed M/s Jaymin Modi & Co. Company Secretaries, as Secretarial
Auditors of the Company to carry out the Secretarial Audit for the Financial Year
2024-2025 and to issue Secretarial Audit Report as per the prescribed format under rules
in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit
Report for the FY 2024-25 is annexed herewith and forms part of this report as Annexure
D. Secretarial Audit is not applicable to the Subsidiary, not being a material
subsidiary.
28. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable
to the Company. Maintenance of cost records as prescribed under the provisions of Section
148(1) of the Companies Act, 2013 was not applicable for the business activities carried
out by the Company for the FY 2024-25. Accordingly, such accounts and records are not made
and maintained by the Company for the said period.
29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There are no qualifications, reservations or adverse remarks or disclaimers made by the
Statutory Auditor and Internal Auditor in their reports.
The Observation/remarks of Secretarial Auditor and comment of Board of Director are as
under:
| Secretarial Auditor Observation/remark |
Board Reply |
| Some of the Intimations under the provisions of the Companies Act, 2013 have been
filed after the lapse of statutory time period. However, necessary additional fees have
been remitted for such delay |
Wherever there is filing of ROC e-forms the company has paid the
requisite additional fees. |
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual
Report as Annexure E.
31. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Holding, Subsidiary, Joint Ventures and Associate
Companies
32. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns
expressed by the employees and other Directors. The Company has also provided adequate
safeguards against victimisation of employees and Directors who express their concerns. he
Vigil Mechanism Policy is available at the website of the Company:
www.rishabhdighasteel.com.
33. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its Officers
or Employees to the Audit Committee under section 143(12) of the Act, details of which
needs to be mentioned in this Report.
34. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and Regulation 17 of the Listing
Regulations, the performance evaluation of the Board and its Committees were carried out
during the year under review.
35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the
Company occurred during the financial year.
36. THE 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.
During the year there has been no significant material orders passed by the Regulators
or Courts or
Tribunals impacting the going concern status and company's operations in future.
37. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)
During the period under review, neither any application under Corporate Insolvency
Resolution Process was initiated nor any pending under the Insolvency and Bankruptcy Code,
2016
38. 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 period under review, no such settlement took place.
39. CORPORATE GOVERNANCE
Your Company always places a major thrust on managing its affairs with diligence,
transparency, responsibility and accountability thereby upholding the important dictum
that an Organization's corporate governance philosophy is directly linked to high
performance. The Company understands and respects its fiduciary role and responsibility
towards its stakeholders and society at large and strives to serve their interests,
resulting in creation of value for all its stakeholders. In terms of Regulation 34 of SEBI
(LODR) Regulations, furnishing of Corporate Governance Report is not applicable to the
company.
40. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable. No proceedings against the
Company is initiated or pending under the 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 Not Applicable.
41. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business
transactions guided by the value system. The SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 mandates formulation of certain policies for listed
companies. The Policies are reviewed periodically by the Board and are updated based on
the need and compliance as per the applicable laws and rules and as amended from time to
time. The policies are available on the website of the Company.
42. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the necessary
provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent
applicable to the Company.
43. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation
are among the primary determinants of value to the shareholder. The organisational vision
is founded on the principles of good governance and delivering leading-edge products
backed with dependable after sales services. Following the vision your Company is
committed to creating and maximising long-term value for shareholders.
44. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act relating to Corporate Social
Responsibility are not applicable as the Company is having Net worth less than rupees Five
Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than
rupees Five Crore.
45. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere appreciation and
gratitude for the continued co-operation extended by shareholders, employees, customers,
banks, suppliers and other business associates.
| By order of the Board |
| For Rishabh Digha Steel and Allied Products Limited |
| Sd/- |
| Mr. Ashok Maganlal Mehta |
| Chairman & Managing Director |
| DIN 00163206 |
| Date: 06th September 2025 |
| Place: Mumbai |
