TO
THE MEMBERS OF, Rudra Ecovation Limited.
(Formerly Known as Himachal Fibres Limited)
Your Directors have pleasure in presenting the 43rd Annual Report together
with the Audited Statement of Accounts of Rudra Ecovation Limited (Formerly Known as
Himachal Fibres Limited) for the year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS.
The summary of the financial performance of the Company for the financial year ended
March 31, 2024 compared to the previous year ended March 31, 2023 is given below:
|
|
(in Lacs) |
| Particulars |
Year Ended March 31st 2024 |
Year Ended March 31st 2023 |
| Revenue from Operations and Other Income (Total Revenues) |
2047.50 |
2773.22 |
| Profit/Loss before Tax (PBT) |
(115.64) |
298.53 |
| Tax- Current |
0 |
0 |
| Tax- Deferred |
(51.59) |
5.50 |
| Profit/Loss after Tax |
(64.05) |
293.03 |
| Other Comprehensive Income (Net of Tax) |
10.57 |
15.39 |
| Total Comprehensive Income |
(53.48) |
308.42 |
| Earnings per Share (EPS) (in Rs.) |
|
|
| (after exceptional item) |
|
|
| - Basic |
(0.07) |
0.34 |
| - Diluted |
(0.07) |
0.34 |
*Previous figures have been regrouped/ reclassified, wherever necessary, to confirm
with the current period classification/presentation.
2. STATE OF COMPANY'S AFFAIRS :
Total Revenue from operation for the year is Rs. 2047.50 Lakhs as compared to Rs.
2773.22 Lakhs of previous year. The Net profit (Loss) after tax for the year ended March
31st, 2024 is Rs. (64.05) Lakhs as compare to Rs. 5.50 Lakhs profit for the previous year.
The company has started the production of recycled plastic, prepare yarn from PET bottles.
3. INDIAN ACCOUNTING STANDARDS
The financial statements have been prepared in accordance with the Indian Accounting
Standards (Ind-AS) as notified by Ministry of Corporate Affairs (MCA) under Section 133 of
the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,2015
as amended and other relevant provisions of the Act. The significant accounting policies
which are consistently applied have been set out in the Notes to the Financial Statements.
4. DIVIDEND
Due to insufficient funds or suffered loss in the financial year ended March 31, 2024,
the Board of directors has not recommended any dividend for the year under review. As per
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, top 1000 listed entities based on market capitalization are required to formulate a
Dividend Distribution Policy. However, your company does not fall under the purview of
above regulation and hence this regulation does not apply to the Company.
5. TRANSFER TO RESERVE
The Board of your Company has decided to retain the entire amount of profits in the
Reserve and Surplus Account not to transfer any amount to the General Reserves for the
financial year 2023-24.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there were no unpaid/unclaimed Dividend and other amounts, as prescribed under
Sections 124 & 125 of Companies Act, 2013 lying with the company, therefore, the
provisions of above mentioned sections do not apply to the company.
7. 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.
In pursuance to section 134(3) (L) of the Act, no material changes and commitments have
occurred after the closure of the financial year to which the financial statements relate
till the date of this report, affecting the financial position of the Company.
8. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the company during the year under
review. However, company amends its memorandum of association and amended its main objects
in the financial year and further expanded its business.
The company had adopted the new objects in addition to existing objects, the details of
the same is as under:
? To carry on the business in India or outside India of collection, segregation,
cleaning, washing, transportation, processing, composting, recycling, upcycling,
treatment, disposal, buying, selling, trading of all types of plastic waste and
non-plastic waste (like electronics waste, etc) for the purpose of recovering and reusing
the same for different purposes including but not limited to manufacturing or production
of different types of consumer, industrial or commercial products having application in
any industry or segment.
? To carry on the business in India or outside India of manufacturing, producing,
processing, importing, exporting, buying, selling, marketing, dealing and trading of
various products including but not limited to fibres, yarns, fabrics, acoustic panels,
industrial fabrics, non-woven fabric or products, woven fabric or products, polyester
fabrics, packaging materials, PET bottles, tapes, ropes, cords, bags, and any other
products, made from recycling or upcycling of all types of plastic waste and non-plastic
waste (like electronics waste, etc).
? To engage in the business in India or outside India of manufacturing, producing,
processing, importing, exporting, buying, selling, marketing, dealing and trading of
chips, pellets, new bottles, packaging material, and any other product made from recycling
or upcycling of all types of plastic waste and non-plastic waste (like electronics waste,
etc).
? To engage in the business in India or outside India of manufacturing, producing,
processing, dealing, importing, exporting, purchasing, selling, distributing, and
marketing of all types of geotextile products, including but not limited to woven,
non-woven, and knitted geotextile products, from recycling or upcycling of all types of
plastic waste and non-plastic waste (like electronics waste, etc).
? To explore, conduct, undertake, and invest in the research, development, and
innovation of new and improved methods for recycling or upcycling of all types of waste
materials and manufacturing or producing environmentally friendly or sustainable products.
? To establish and operate waste collection centres, eco parks, manufacturing
facilities, workshops, distribution centres for collection, recycling, upcycling, waste
management of all types of plastic and non-plastics waste and production or manufacturing
or processing and sale of all types of recycled and/or sustainable products.
? To carry on the business of manufacturing, producing, buying, selling, importing,
exporting, trading, marketing, distributing, setting up, engineering, provision,
construction of all types of waste water treatment or effluent treatment plants, machines,
parts, spares, stores, or any other product or solutions or services relating to waste
water treatment or effluent treatment in any manner.
? To provide consulting, advisory, guidance or any other service relating to
management of all types of plastic or non-plastic wastes, environment preservation or
conservation, sustainability, carbon emission, waste water treatment, effluent treatment,
carbon credits, plastic credits, Extended Producers' Responsibility credits or any other
similar credits or benefits.
? To avail, claim, buy, sell, distribute, trade, utilize, transfer all types carbon
credits, plastic credits, Extended Producers' Responsibility credits, or any other similar
credits or benefits available.
? To invest in, acquire, merge with, or enter into joint ventures with other
companies or entities engaged into activities related to recycling or upcycling of waste,
waste management or manufacturing or production of products from recycling or upcycling of
all types of waste material, waste water or effluent treatment, carbon credits, plastic
credits, Extended
Producers' Responsibility credits or any other company or entity having similar
objects.
? To carry on any activity which is ancillary or incidental for the attainment of
above objects.
9. SHARE CAPITAL
During the year under review, there is no change in the paid-up share capital of the
company.
The Authorised Share Capital of Company is Rs. 33,50,00,000 comprising equity share
capital is Rs. 17,50,00,000 @ Rs.1 each and preference share capital is Rs. 16,00,00,000 @
Rs. 100 each.
During the financial year 2023-24, The issued, subscribed and paid up capital of the
company is Rs. 20,62,50,000 comprising Equity share Capital is Rs. 8,62,50,000 @ Rs. 1
each and Preference shares is Rs. 1200,00,000 @ Rs. 100 each.
Further Company issued and allotted warrants of 1,50,00,000 of Rs. 10 each at a face
value of Rs. 1 and premium of Rs. 9 each on November 08, 2023 on preferential basis, which
are convertible into equity shares within a period of 18 months from the date of allotment
of warrants. For which the Company was accorded approval of board of directors of the
company on September 01, 2023 and shareholders' approval was accorded on September 28,
2023.
Further, During the current financial year, out of 150,00,000 warrants 1,40,00,000
warrants were converted into Equity share capital on May 25, 2024 for this trading /
Listing approval has been granted by exchange.
9.1 Redemption of Preference Shares
The Company has not redeemed any Preference Shares during the year under review.
9.2 Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
9.3 Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
9.4 Bonus Shares
No Bonus Shares were issued during the year under review.
9.5 Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
10. FINANCE
10.1 Cash And Cash Equivalent
Cash and Cash equivalent as at March 31st, 2024 is Rs. 254.67. The Company
continues to focus on judicious management of working capital. Working Capital parameters
are kept under strict check through continuous monitoring.
10.2 Deposits/ Fixed Deposits
During the year, Company has not accepted deposit from the public falling within the
ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014. Further, the Company has not repaid any deposits to the public during the
year and no deposits are remained unpaid / unclaimed as on March 31st, 2024.
10.3 Particulars of Loans, Guarantees or Investments
Detail of Loans, Guarantees and Investments covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes of Financial Statements.
Further, during the current financial year 2024-25, the company Rudra Ecovation Limited
has made an investment in the shares of Shiva Texfabs Limited. The company Rudra Ecovation
Limited has given loan to Shiva Texfabs limited which will further convert into equity.
11. HUMAN RESOURCES
Rudra Ecovation Limited is committed to hiring, developing and retaining the best minds
in the industry. The
Company has key internal processes and initiatives that support this vision. The
Company has developed a strong employee value proposition that focuses on key pillars of
challenging work that matters, hiring and retaining the right people, sustained focus on
talent and leadership development, differentiated rewards to drive exceptional performance
and community engagement. Talent management is a shared responsibility between business
leaders and the Human Resources function at REL, enabling a strong focus on succession
planning for key roles and actively promoting internal move to drive career growth. Talent
management is supported by a strong learning architecture that enables leadership and
functional development. This is supported by a Positive Employee Relations (PER) strategy
that aims to build an engaged and motivated workforce.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The Company recognizes and embraces the importance of a diverse board in its success.
We believe that a truly diverse board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, race and gender, which will help us, retain our competitive advantage.
12.1 Directors Retiring By rotation
Pursuant to provisions of Companies Act, 2013 (‘The Act') and the Articles of
Association of the Company and Section 152(6) of the Companies Act, 2013, Mr. Akhil
Malhotra (DIN: 00126240), Non Executive Director is liable to retire by rotation and being
eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and
Board of Directors have recommended his re-appointment for the approval of the
shareholders of the Company at the ensuing Annual General Meeting of the Company.
12.2 Changes during the Year
Board would also like to inform the members that during the year 2023-24 the following
changes have been made in the Board:
During the year under review, Mr. Akhil Malhotra (DIN: 00126240), Mr. Bhim
Sain Goyal (DIN: 02139510), were appointed w.e.f. November 23, 2023 as Non-Executive
Director (Non- Independent Director) and Non-Executive Director (Independent Director)
respectively of the Company.
Further, Ms. Laxmi Khatri Company Secretary cum Compliance officer of the Company has
resigned from the company w.e.f. May 30, 2023. Ms. Sharon Arora was appointed as a company
secretary cum compliance officer of the Company w.e.f. May 31, 2023 and has been resigned
w.e.f. November 23, 2023. Mr. Kanwar Nitin Singh was appointed as a company secretary cum
compliance officer of the Company w.e.f. November 23, 2023 and resigned on December 21,
2023. Ms. Nancy Singla was appointed as a Company Secretary cum Compliance officer of the
Company w.e.f. January 05, 2024.
During the current financial year, Mr. V K Goyal (DIN: 02751391) was appointed as a
Executive Director cum CEO of the Company w.e.f. July 22, 2024.
12.3 Declaration By Independent Directors
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149 (6) of the Act and Regulations 16(1)(b) and
25(8) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI
LODR Regulations"), that they are independent from the Management of the Company and
that they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
Further, all the Independent Directors have given declarations that they complied with
the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. The
Independent Directors have given declarations that they have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act and the Code of Business
Conduct and Ethics of the Company. The independent directors are exempted from clearing
the proficiency test by the IICA.
Meeting of independent Director:
A separate Meeting of Independent Directors was held on Tuesday, December 12, 2023,
interalia to discuss: ? To evaluate the performance of Non-Independent Directors,
performance of the Board as a whole, ? Review the performance of the Chairman, taking into
account the views of Executive Directors and Non-Executive Directors. The same was
discussed in the Board Meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its Committees and
Individual Directors was also discussed. ? Assess 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.
BOARD MEETINGS & ATTENDANCE OF DIRECTORS
The Board regularly meets to discuss and decide on Company, business policy and
strategy apart from conducting other Board related businesses. The Board of Directors were
provided with the requisite information mentioned in the Listing Regulations well before
the Board meetings.
During the year under review, the Board duly met 11 (Eleven) times. The maximum gap
between any two consecutive Board meetings did not exceed 120 days. The details of the
Board meeting are set out in the Corporate Governance Report which forms part of this
Report. Date of Meetings: - 30.05.2023, 14.08.2023, 01.09.2023, 18.10.2023,
31.10.2023, 08.11.2023, 23.11.2023, 12.12.2023, 21.12.2023, 05.01.2024, 12.02.2024.
The notices of Board Meetings are given well in advance to all the Directors. The
Agenda is circulated at least a week prior to the date of the meeting.
During the year under review, on March 20, 2024, resolution by way of circulation was
passed by the Company.
13. COMMITTEES OF BOARD
As on 31st March 2024, the Board had Six Committees the Audit Committee, the Nomination
and Remuneration Committee, the Stakeholders Relationship Committee, Securities Transfer
Committee, Banking and Finance Committee and Expansion and Diversification Committee .
During the year, all recommendations made by the Committees were approved and accepted by
the Board.
During the year Audit Committee has been reconstituted and details of the same is
provided in the Corporate Governance Report. During the year company has been constituted
one new committee i.e. Expansion and Diversification Committee. A detailed note on the
composition of the Board and its Committees is provided in the Corporate Governance
Report.
14. CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the company yet the Company has been, over the years,
pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which
goes much beyond mere philanthropic gestures and integrates interest, welfare and
aspirations of the community with those of the Company itself in an environment of
partnership for inclusive development.
15. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any;
b) 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 and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and e) the
directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.
f) 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.
16. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance. We
believe in adherence to good corporate practices, implementing effective policies and
guidelines and developing a culture of the best management practices and compliance with
the law at all levels. Our Corporate governance practices strive to foster and attain the
highest standards of integrity, transparency, accountability and ethics in all business
matters to enhance and retain investor trust, long-term shareholder value and respect
minority rights in all our business decisions.
A Separate section on Corporate Governance as stipulated under Schedule V (C) of the
SEBI Listing Regulations forms part of this Report. The Corporate Governance Report along
with the requisite certificate from the Company Secretary in practice confirming
compliance with the conditions of Corporate Governance as stipulated under SEBI Listing
Regulations forms part of this Annual Report.
17. AUDITORS AND RECORDS
17.1 Statutory Auditors
M/s. Manjul Mittal & Associates, Chartered Accountants (Firm Registration No.
028039N) were re-appointed as the Statutory Auditors of the Company for a second term of
five years from the conclusion of 41st Annual General Meeting till the conclusion of 46th
Annual General Meeting.
The Auditor's report on the Annual Accounts of the Company for the year under review is
self-explanatory and requires no comments.
During the year under review, there were no frauds reported by auditors under Section
143(12) of Companies Act, 2013.
17.2 Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s Bhambri & Associates (CP No-22626), Company Secretaries to undertake the
secretarial audit of the company for the financial year 2024-25. The Secretarial Audit
Report is annexed herewith as ‘Annexure - 1'.
17.3 Internal Auditors
Mr. Sanjay Kumar was appointed as Internal Auditor and he performed the duties of
internal auditors of the company and their report is reviewed by the audit committee from
time to time. For the year 2024-25 Mr. Sanjay Kumar has been re-appointed as the Internal
Auditor by the Board.
17.4 Cost Records
Pursuant to the rules made by the Central Government, the maintenance of cost records
has not been applicable on the Company.
17.5 Explanation on qualification/ reservation/ adverse remarks in the Auditors' Report
Members' attention is invited to the observations/Qualification made by the Statutory
Auditors appearing in Independent Auditor's Report and by Secretarial Auditor in
Secretarial Audit Report. The observations/Qualification made by auditors in their reports
along with the management replies on them is as follows:
a) Regarding Auditor's remark in their report in point No. 36 other Regulatory
Information (ix) and
Secretarial Auditor's remark in their report- Charge ID 80036826 is pending for
satisfaction beyond the statutory period
Board's Comment: it is informed that these are the redundant charges which could
not be got satisfied. The company is in continuous effort following up with the Ex Bank /
Financial institutions to get the "No Due Certificate." b) Regarding Secretarial
Auditor's remark in their report: The company had made delayed Payment of Annual
Listing Fee for 2023-24 on 01.09.2023
Board's Comment: the delay in the payment of the Annual listing fees for 2023-24 was an
isolated incident due to unforeseen administrative challenges. The company has taken
immediate corrective measures to ensure that such delays do not occur in the future. c)
Regarding Secretarial Auditor's remark in their report: Company has a SDD (Structured
Digital Database) software in place but the Company has missed out recording some of the
entries in the software during the period under review
Board's Comment: The Company is maintaining the SDD software properly and we are
capturing all details diligently. We further like to mention that some entries were missed
due to non availability of company secretary in the office and that the late entries in
the software due to software glitches. The company is as instructed will further improve
the system of capturing all information well on time.
18. LISTING OF SECURITIES
The Securities of the Company are listed on Main Board of BSE Limited. The Company has
been paid annual listing fee to exchanges for the year 2023-24.
19. COMPLIANCES WITH SECRETARIAL STANDARD ON BOARD AND GENERAL MEETINGS
During the year under review, your company has duly complied with the applicable
provisions of Secretarial Standards.
20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future.
21. ANNUAL RETURN
The details forming part of the extract of the Annual Return as required under Section
92 of the Act, is available on the Company's website viz.
https://rudraecovation.com/wp-content/uploads/2024/09/Form_MGT_7-HFL-final-signed.pdf
22. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The company has set up vigil mechanism viz. Whistle Blower Policy to enable the
employees and directors to report genuine concerns, unethical behavior and irregularities,
if any, in the company noticed by them which could adversely affect company's operations.
The same is reviewed by the Audit Committee from time to time.
No concerns or irregularities have been reported till date. The details of the Whistle
Blower Policy is posted on the website of the Company at www.rudraecovation.com.
23. RISK MANAGEMENT POLICY
The Company manages monitors and reports on the principal risks and uncertainties that
can impact its ability to achieve its strategic objectives. The Company's management
systems, organizational structures, processes and behaviors together form the Risk
Management Policy that governs how the company conducts its business and manages
associated risks.
24. HOLDINGS, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Holdings, Subsidiary, Joint venture or Associate Company.
There were no companies which have become or ceased to be its holdings, subsidiaries,
joint ventures or associate companies during the year under review.
25. RELATED PARTY TRANSACTIONS/ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES.
All transactions entered into with Related Parties, if any, as defined under the
Companies Act, 2013 during the financial year, were in the ordinary course of business and
were on arm's length pricing basis and do not attract the provisions of Section 188 of the
Companies Act, 2013. There were no materially significant transactions not on arm's length
with related parties during the financial year. Suitable disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial Statements. The
report of the Board in respect of the particular of contracts or arrangements with related
parties referred to sub section (1) of Section 188 in form AOC-2 is annexed to this report
in ‘Annexure- 2'.
26. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND
REDRESSAL), ACT, 2013
The Company has in place a prevention of sexual Harassment policy in line with the
requirements of the sexual Harassment of Women at the Workplace (prevention, prohibition
and Redressal) Act, 2013.
A Sexual Harassment Committee/Internal Complaints Committee (ICC) was setup/constituted
which is responsible for redressal of complaints related to sexual harassment at the
workplace.
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment in line with the
provisions of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under.
During the year 2023-24, no complaint were received/filed by the Company related to
sexual Harassment.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under section 134 (3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-
3".
28. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed to the Board's report as per
‘Annexure- 4'.
29. REMUNERATION TO DIRECTORS/EMPLOYEES AND RELATED ANALYSIS
During the year under review, no employee of the Company received salary in excess of
the limits as prescribed under the Act. Accordingly, no particulars of employees are being
given pursuant to Section 134 of the Companies Act, 2013 read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The details
pertaining to the ratio of the remuneration of each director to the median employee‘s
remuneration and other prescribed details as required under section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed herewith and forms part of this report as
Annexure - 4
30. REMUNERATION POLICY AND BOARD EVALUATION
Company has Nomination and Remuneration policy in place pursuant to Companies Act, 2013
and SEBI (LODR) Regulation, 2015.
Independent directors in their meeting held on December 12, 2023, evaluated the
performance of the non-independent directors of the board including Whole time Director.
The minutes of the meeting were placed before the board and board affirmed the same. The
Board has carried out an annual evaluation of its own performance, performance of its
Committees as well as the directors individually.
The Company's policy on directors' appointment and remuneration and other matters
provided in Section
178(3) of the Companies Act, 2013 and SEBI(LODR) Regulations, 2015 is enclosed herewith
as ‘Annexure - 5'.
31. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control system, which ensures that all the
assets of the Company are safeguarded and protected against any loss from unauthorized use
or disposition.
The Internal Auditor of the Company carries out review of the internal systems and
procedures. The internal audit reports are reviewed by Audit Committee.
Your Company has also put in place adequate internal financial controls with reference
to the financial statements commensurate with the size and nature of operations of the
Company. During the year, such controls were tested and no material discrepancy or
weakness in the Company's internal controls over financial reporting was observed.
32. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
In terms of Regulation 34 and schedule V of SEBI (Listing Obligations and Disclosure
Requirements) regulations, 2015 a review of the performance of the company, for the year
under review, Management Discussion and Analysis Report, is presented under separate
section attached as Annexure-6 forming part of this Annual Report.
33. 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
Act and Rules framed thereunder.
34. CREDIT RATING:
During the Financial Year 2023-24 no credit rating was there.
35. Training/Familiarization of Board of Directors
Your Company follows a structured orientation and familiarization programme through
various reports/codes/internal policies for all the Directors with a view to update them
on the Company's policies and procedures on a regular basis. Periodic presentations are
made at the Board Meetings on business and performance, long term strategy, initiatives
and risks involved. The details of familiarization programme have been posted in the
website of the Company under the weblink www.rudraecovation.com
36. Code of Conduct for Board members and Senior Management
The Board of Directors has laid down the code of conduct for all the Board members and
members of the Senior Management of the Company. All the Board members and Senior
Management personnel have affirmed compliance with the code of conduct. The Declaration of
the same is annexed herewith in ‘Annexure-7'. The Code of Conduct is available
on the website of the company.
37. ENTERPRISE RISK MANAGEMENT
The Company's Enterprise Risk Management Processes ensures that the management controls
risks through means of a properly defined framework. The risks are reviewed periodically
by the Whole time Director and the Chief Financial Officer through an established
Enterprise Risk Management Framework and also annually by the Board of Directors.
38. GENERAL DISCLOSURES
Your Directors state that the Company has made disclosure in this report for the items
prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014
and other applicable provisions of the act and listing regulations, to the extent the
transaction took place on those items during the year. Your Directors further 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: ? Issue of Equity Shares with
differential rights as to dividend, right issue. ? Issue of Sweat Equity Shares to
Employees of the Company. ? Issue of Employee Stock Options to Employees of the Company.
? Purchase of its own shares either directly or indirectly.
? Annual Report and other compliances on Corporate Social Responsibility.
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;
? Information on subsidiary, Associate and joint venture companies.
? Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore there were no funds which were required to be transferred to Investor Education
and Protection Fund (IEPF).
? The Company is not required to maintain the cost records pursuant to the Companies
(Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section
148(1) of the Companies Act, 2013.
39. POLICY FOR PRESERVATION OF DOCUMENTS
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange
Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015
("Regulations") on Preservation of the Documents to ensure safekeeping of the
records and safeguard the Documents from getting manhandled, while at the same time
avoiding superfluous inventory of documents.
40. ARCHIVAL POLICY
In accordance with regulation 30(8) of SEBI (Listing Obligations and Disclosures)
Regulations, 2015 an archival policy has been adopted which has also been uploaded on the
website of the company under the weblink www.rudraecovation.com.
41 . THE DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS, PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE 2016,DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF FINANCIAL YEAR.
No application made or any proceedings, pending under the Insolvency and Bankruptcy
Code 2016, during the year along with their status as at the end of financial year.
42 . THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTION ALONG WITH THE REASON THEREOF.
There is no one time settlement done by the company. So the above provisions not
applicable on the company.
43. APPRECIATION AND ACKNOWLEDGEMENTS
The company has been very well supported from all quarters and therefore your directors
wish to place on record their sincere appreciation for the support and co-operation
received from Employees, Dealers, Suppliers, Central and State Governments, Bankers and
others associated with the Company. Your Directors wish to thank the banks, financial
institutions, shareholders and business associates for their continued support and
cooperation. We look forward to receiving the continued patronage from all quarters to
become a better and stronger company.
44. CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysis
contain certain statements relating to
thefutureandthereforeareforwardlookingwithinthemeaningofapplicablesecurities, laws and
regulations. Various factors such as economic conditions, changes in government
regulations, tax regime, other statues, market forces and other associated and incidental
factors may however lead to variation in actual results.
|
By Order of the Board |
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For Rudra Ecovation Limited |
|
Sd/- |
|
Nancy Singla |
|
Company secretary and Compliance officer |
| Place: Ludhiana |
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| Dated: September 02, 2024 |
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