Dear Shareholders,
The Board of Directors (the “Board”) of your Company are
pleased to present the 38th Annual Report along with
the audited financial statements of your Company for the financial year
ended on March 31, 2025.
FINANCIAL SUMMARY AND HIGHLIGHTS:
The summarized financial performance highlights are depicted below:
( In Lakhs except EPS )
|
|
CONSOLIDATED |
STANDALONE |
Sr. No. |
Particulars |
Year ended 2024-25 |
Year ended 2023-24 |
Year ended 2024-25 |
Year ended 2024-25 |
| 1 |
Revenue from Operations |
25,365.51 |
19,735.02 |
25,365.51 |
19,735.02 |
| 2 |
Other Income |
538.14 |
393.61 |
538.14 |
393.61 |
| 3 |
Total Revenue |
25,903.64 |
20,128.63 |
25,903.64 |
20,128.63 |
| 4 |
Cost of Material Consumed |
16,756.26 |
15,292.91 |
16,756.26 |
15,292.91 |
| 5 |
Purchase of Stock in trade |
- |
- |
- |
- |
6 |
Change in inventories of
Finished goods/ Work in Progress/ stock-in-trade |
(2,702.16) |
(3,550.36) |
(2,702.16) |
(3,550.36) |
| 7 |
Employee Benefits Expense |
2,362.95 |
2,013.21 |
2,362.95 |
2,013.21 |
| 8 |
Finance Cost |
93.00 |
66.46 |
93.00 |
66.46 |
| 9 |
Depreciation & Amortization Exp. |
412.55 |
353.49 |
412.55 |
353.49 |
| 10 |
Other Expenses |
4,289.91 |
3,311.09 |
4,289.91 |
3,311.09 |
| 11 |
Total Expenses |
21,212.51 |
17,486.81 |
21,212.51 |
17,486.81 |
| 12 |
Profit/ (Loss) Before Tax |
4,691.14 |
2,641.83 |
4,691.14 |
2,641.83 |
| 13 |
Current Tax |
1,146.88 |
676.33 |
1,146.88 |
676.33 |
| 14 |
Deferred Tax |
14.52 |
(5.13) |
14.52 |
(5.13) |
| 15 |
Profit/ (Loss) After Tax |
3,529.73 |
1,970.63 |
3,529.73 |
1,970.63 |
| 16 |
Share of Profit/ (Loss) of Joint Venture |
281.91 |
130.20 |
- |
- |
| 17 |
Profit/ (Loss) for the Period |
3,811.64 |
2,100.83 |
3,529.73 |
1,970.63 |
| 18 |
Other Comprehensive Income |
(2.90) |
(6.73) |
(5.65) |
(6.27) |
| 19 |
Total Comprehensive Income |
3,808.73 |
2,094.10 |
3,524.08 |
1,964.36 |
| 20 |
Paid-up equity share capital |
1,639.96 |
615.05 |
1,639.96 |
615.05 |
21 |
Reserves excluding Revaluation
Reserve as per balance sheet of previous accounting year |
14,681.22 |
12,051.47 |
13,668.23 |
11,322.83 |
| 22 |
Earnings per share (Re. 1/- each) |
|
|
|
|
|
Basic |
2.32 |
1.28 |
2.15 |
1.20 |
|
Diluted |
2.32 |
1.28 |
2.15 |
1.20 |
SUMMARY/STATEMENT OF BUSINESS OPERATIONS/AFFAIRS
The Company built on the thrust of the previous year and performed
exceptionally well in terms of both revenue & profitability. Strong demand for its
standing products and solutions and a robust carried forward order book, enabled the
Company to end the year on a high note. Moreover, the Company continued investment for
future growth with focus on expansion of manufacturing capacity, research &
development, sales & distribution network, digitalisation, talent development and
capability building. The Company's focus to enhance quality of its order book,
profitability, efficient utilisation of capital and building on its international presence
resulted in better performance.
The revenue from operations for the year has been increased to Rs.
253.65 Crore as compared to Rs. 197.35 Crore reported in the previous year. Consequently,
increase in expenditure was also reported to Rs. 212.12 Crore as compared to Rs. 174.87
Crore in the previous year. Further, the company has earned net profit (standalone) of Rs.
35.29 Crore in the current year as compared to Rs. 19.70 Crore in the previous year.
Whereas during the year under review, Company's net profit (consolidated) increased
to Rs. 38.11 Crore including share of profit of Rs. 2.81 Crore in joint venture as
compared to Rs. 21.00 Crore including share of profit of Rs. 1.30 Crore of the previous
year.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any
amounts to reserves. For complete details on movement in ‘Reserves and Surplus'
during the financial year ended March 31, 2025, please refer to the ‘Statement of
Changes in Equity' included in the standalone and consolidated financial statements
of this Annual Report.
DIVIDEND
During this year under report, your Company reserved its rank in top
1,000 Listed Companies on the basis of market capitalisation. Consequently, as per
Regulation 43A of the SEBI Listing Regulations, the Board formulated a Dividend
Distribution Policy which is available on Company's Website:
https://www.rajoo.com/pdf/Codes_and_Policies/.
In accordance with the policy, the Board of Directors have recommended
a final dividend of 15% i.e. Rs. 0.15 per equity share of face value of Re. 1 each,
amounting to Rs. 2.45 Crore for the financial year ended March 31, 2025 for approval of
members at the ensuing 38th Annual General Meeting (“AGM” or “38th
AGM”) of your Company.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the
hands of the shareholders. The Company will, accordingly, make the payment of the dividend
after deduction of tax at source.
SHARE CAPITAL
v AUTHORISED SHARE CAPITAL:
During the year under scrutiny and till date, the authorised share
capital of the Company was increased thrice. Pursuant to the recommendation of the Board
of Directors at its Meeting held on June 28, 2024 and approval of shareholders by way of
Postal Ballot on July 28, 2024, the authorised share capital was increased from Rs. 7.70
Crore to Rs. 15 Crore. Then-after, the authorised share capital was increased from Rs. 15
Crore to Rs. 18 Crore pursuant to the proposal by the Board at its Meeting held on October
14, 2024 and approved by shareholders by way of Postal Ballot on November 14, 2024.
Further, on recommendation of the Board at its meeting held on March 04, 2025 and approval
of shareholders by way of Postal Ballot on April 05, 2025, the authorised share capital
was increased from Rs. 18 Crore to Rs. 20 Crore. Consequent to aforesaid changes in
authorised share capital, the capital clause of the memorandum of association of the
Company was also altered.
v PAID-UP CAPITAL:
The Company had increased its paid-up capital by way of issue of bonus
shares twice during the year, brief
details of which are depicted hereunder:
1) Pursuant to the recommendation of the Board of Directors at its
Meeting held on June 28, 2024 and approval of shareholders by way of Postal Ballot
vide resolution dated July 28, 2024, your Company has on August 09, 2024 allotted
6,15,04,574 Equity Bonus Shares of face value of Re. 1 each in the proportion of 1:1 i.e.
1 Equity Bonus Share of Re. 1 each for every 1 existing Equity Share of face value of Re.
1 each held by the shareholders of the Company as on record date i.e. August 08, 2024.
2) Pursuant to the recommendation of the Board of Directors at its
Meeting held on October 14, 2024 and approval of shareholders by way of Postal Ballot vide
resolution dated November 14, 2024, your Company has on December 03, 2024 allotted
4,09,87,245 Equity Bonus Shares of face value of Re. 1 each in the proportion of 1:3 i.e.
3 Equity Bonus Shares of Re. 1 each for every 1 existing Equity Share of face value of Re.
1 each held by the shareholders of the Company as on record date i.e. December 02, 2024.
Consequent to above, the paid-up capital as on March 31, 2025 amounts
to Rs. 16,39,96,393/- (Rupees
Sixteen Crores Thirty Nine Lakh Ninety Six Thousand Three Hundred and
Ninety Three).
v QUALIFIED INSTITUTIONAL PLACEMENT
Pursuant to the recommendation of the Board of Directors at its Meeting
held on March 04, 2025 and approval of shareholders by way of Postal Ballot vide Special
Resolution dated April 05, 2025, your Company by way of Qualified Institutional Placement
(“QIP”) raised an amount of Rs. 160 Crores by issuing and allotting 1,46,78,900
Equity Shares of face value of Re. 1 each fully paid up at an issue price of Rs. 109 per
Equity Share (including premium of Rs. 108 per Equity Share) to eligible Qualified
Institutional Buyers. The QIP was made in accordance with the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 as amended, and Sections 42 and 62 of the
Companies Act, 2013, as amended, including the rules made thereunder. Funds received
pursuant to QIP have been utilised towards the objects stated in the Placement Document.
Consequent to QIP, the issued and paid - up equity share capital of the Company stands at
Rs. 17,86,75,293.
LISTING AT STOCK EXCHANGES
The Equity Shares of your Company continue to remain listed at BSE
Limited (‘BSE'). Additionally, your Company applied for listing of its equity
shares on National Stock Exchange of India Limited (NSE) under Direct Listing. The
application was approved by NSE on May 27, 2025. Consequently, trading of equity shares
commenced with effect from May 29, 2025 under the NSE symbol “RAJOOENG”. Listing
of equity shares on NSE provides an additional platform to the investing community and
other stakeholders at large, to access all disclosures/announcements made by your Company
from time to time.
The Company confirms that the annual listing fees to stock exchanges
have been paid timely.
PUBLIC DEPOSIT
The Company has not accepted any deposits from the public, falling
within the ambit of Section 73 of the Companies Act, 2013 (the Act) read with the
Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the Financial Statements.
SUBSIDIARY & ASSOCIATE COMPANY
Your Company has a 49:51 Joint Venture agreement with Bausano Holdings
SRL, Italy under the name of Rajoo Bausano Extrusion Private Limited (RBEPL) to
manufacture and market pipe and profile extrusion machinery lines including for wood
composite profiles in India, with a special emphasis on Africa, Gulf and SAARC markets.
Rajoo Bausano Extrusion Private Limited is a combination of
Rajoo's best in class infrastructure and Bausano's sublime pioneering
technology, availability of indigenous raw material and access to the latest technology.
Through this unique Joint Venture, customers are offered world class technological
products at affordable price levels.
The Consolidated Financial Statements of the Company along with its
Associates (Rajoo Bausano Extrusion
Private Limited) prepared for the year 2024-25 forms part of this
Annual Report.
The statement containing the salient feature of the financial statement
of a company's subsidiary or subsidiaries, associate company or companies and joint
venture or ventures, as required under the first proviso to sub-section (3) of section
129, is prescribed in Note 32 of Notes to Accounts of Audited Consolidated Financial
Statements.
The Company does not have any subsidiary as on reporting date. During
the year under review, no company became or ceased to be Company's subsidiaries,
joint ventures or associate companies.
Performance overview of Rajoo Bausano Extrusion Private Limited :
For the financial year ended March 31, 2025, REBPL delivered a strong
financial performance, marked by significant growth in revenue and profitability.
The Company's Revenue from Operations increased to Rs. 5,367.75
Lakhs as compared to Rs. 3,448.46 Lakhs in the previous year, showing a rise of around
55.67%. Simultaneously, Total Expenditure for the year stood at Rs. 4,644.06 lakhs,
representing an increase of 47.7% over the previous year's expenditure of Rs.
3,144.23 lakhs. Net Profit increased by 116.5%, rising to Rs. 575.32 lakhs from Rs. 265.72
lakhs in the previous year.
In terms of contribution, RBEPL contributed approximately Rs. 281 lakhs
to the consolidated financials of the Company during the financial year 2024 25. The
growth in profit contribution is attributable to strong demand in the extrusion machinery
segment, improved operational efficiency, and effective execution of orders during the
year. The Company continues to demonstrate a positive growth trajectory, reinforcing
confidence in its long-term business prospects and its ability to deliver value to
stakeholders.
DIRECTORS & KEY MANAGERIAL PERSONNEL :
Retire by Rotation
As required under the provisions of the Act, Mr. Rajesh Nanalal Doshi,
Chairman and Director, and Mr. Sunil Jain, Director, retires by rotation at the ensuing
Annual General Meeting, and being eligible, offers him-self for re-appointment. The Board
recommends their re-appointment at the ensuing Annual General Meeting.
Brief profile of Mr. Rajesh Nanalal Doshi and Mr. Sunil Jain, is
annexed to the notice convening Annual General Meeting. As of March 31, 2025, your
Company's Board had eight members comprising of four Executive Non - Independent
Directors and four Non - Executive Independent Directors. The Board has a Woman Director.
Further, the details of the directors of the Company have been provided in the Corporate
Governance Report annexed to Annual Report.
Independent Directors
Mr. Kirit R. Vachhani, Independent Director, resigned from the Board
due to expiry of his second consecutive term. The board took note of the same with effect
from September 19, 2024 and appreciates the contribution made by Mr. Vachhani during his
tenure with the Company.
In place of Mr. Vachhani, Mr. Sureshchandra G. Vaja was appointed as
Additional Independent Director by the Board on the recommendation of the Nomination and
Remuneration Committee with effect from October 1, 2024. The Members of the Company vide
special resolution passed through postal ballot on November 24, 2024 have approved the
appointment of Mr. Vaja as Independent Director for a term of five consecutive years
commencing from October 1, 2024 to September 30, 2029. He shall not be liable to retire by
rotation.
CA Jinal H. Rupani was appointed as Additional Independent Director by
the Board on the recommendation of the Nomination and Remuneration Committee with effect
from April 01, 2025. The Members of the Company vide special resolution passed through
postal ballot on June 01, 2025 have approved the appointment of Ms. Rupani as Independent
Director for a term of five consecutive years commencing from April 01, 2025 to March 31,
2030. She shall not be liable to retire by rotation.
Mr. Pratik R. Kothari, who was appointed as the Independent Director by
the Board with effect from February 02, 2023 relinquished his position as Non Executive
Independent Director and was appointed as Non Executive Non - Independent Director by the
Board on the recommendation of the Nomination and Remuneration Committee with effect from
April 24, 2025. The Members of the Company vide special resolution passed through postal
ballot on June 01, 2025 have approved the change in designation of Mr. Kothari from Non
Executive Independent Director to Non Executive Non - Independent Director. He shall now
be liable to retire by rotation.
Mr. Hasmukhlal A. Manavadaria was appointed as Additional Independent
Director by the Board on the recommendation of the Nomination and Remuneration Committee
with effect from June 17, 2025. Currently, Postal Ballot is under process for obtaining
approval of members for passing of special resolution for regularisation and appointment
of Mr. Manavadaria, as a Non - Executive Independent Director.
Declaration by Independent Directors
The Company has received necessary declarations from each of the
Independent Directors of the
Company under Section 149 (7) of the Act and Regulation 25 of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulations), confirming that they meet with the criteria of independence as
laid down in Section 149 (6) of the Act, along with Rules framed thereunder and Regulation
16 (1) (b) of the SEBI Listing Regulations. The declarations also confirm compliance with
Rule 6 (3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
Further, in terms of Regulation 25 (8) of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstances or situations which
exist or may be reasonably anticipated that could impair or impact their ability to
discharge their duties.
Based on the declarations received from all the Independent Directors,
the Board has confirmed that they meet the criteria of independence as mentioned under
Section 149 (6) of the Act and Regulation 16 (1) (b) of SEBI Listing Regulations and that
they are independent of the management.
Meeting of Independent Directors
As stipulated by the Code for Independent Directors under the Companies
Act, 2013 and the SEBI Listing Regulations, a separate meeting of Independent Directors of
the Company without the presence of Executive Directors, Non Executive Directors and
Management Representatives was held during the FY
2024-2025 to review the performance of Non - Independent Directors
(including the Chairman) and the Board as whole. The Independent Directors also reviewed
the quality, content and timeliness of the flow of information between the Management and
the Board and it's Committees which is necessary to effectively and reasonably
perform and discharge their duties.
Familiarisation Programme for Independent Directors
The Board members are provided with necessary details, documents,
reports and internal policies to enable them to familiarize themselves with the
Company's procedures and practices. The Company has a familiarisation programme for
Independent Directors with regard to their roles, rights and responsibilities in the
Company and provides details regarding the nature of industry in which Company operates
the business models of the Company etc. which aims to provide insight to the Independent
Directors to understand the business of the Company.
The details of the program for familiarization of the Independent
Directors of the Company are available on
the Company's website www.rajoo.com
Directors and Office Insurance
The company has purchased directors' and officers' liability insurance
for each of its directors, including independent directors and company officers, in
accordance with Regulation 25 (10) of SEBI Listing Regulation. The Board believes that the
risk covered in the insurance is sufficient.
Key Managerial Personnel and Senior Management
Pursuant to the provisions of Section 203 of the Act, changes in Key
Managerial Personnel of the Company
are briefed hereunder.
Mr. Rohit Sojitra, Company Secretary and Compliance Officer resigned
from the Company with effect from January 30, 2025 due to personal reasons. In place of
Mr. Sojitra, Mr. Nikhil Gajjar was appointed as the Company Secretary and Compliance
Officer with effect from April 29, 2025.
Mr. Prakash Daga, Chief Financial Officer resigned from the Company
with effect from March 21, 2025 due to personal and family priorities as well as
professional growth prospects. In place of Mr. Daga, Mr. Chintan
Malkan was appointed as Chief Financial Officer with effect from June
17, 2025.
Mr. Jinesh Shah was appointed as the Chief Sales Officer and Senior
Management Personnel of the
Company with effect from July 12, 2025.
Composition of the Board of Directors as on March 31, 2025:
| 1. Mr. Rajesh N. Doshi |
Chairman & Executive Director |
| 2. Ms. Khushboo C. Doshi |
Managing Director |
| 3. Mr. Utsav K. Doshi |
Joint Managing Director |
| 4. Mr. Sunil B. Jain |
Executive Director |
| 5. Mr. Laxman R. Ajagiya |
Independent Director |
| 6. Mr. Pratik R. Kothari |
Independent Director |
| 7. Dr. Shital B. Badshah |
Independent Director |
| 8. Mr. Sureshchandra G. Vaja |
Independent Director |
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information
and explanations obtained by them,
your Directors make the following statement in terms of Section 134 (3)
(c) of the Act:
i. that in the preparation of the Annual Accounts for the year ended
March 31, 2025, the applicable accounting standards have 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 as at March 31, 2025
and of the profit of the Company for the year ended on that date;
iii. that the Directors have taken proper and sufficient care 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;
iv. the annual accounts have been prepared on a going concern basis;
v. that 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; and
vi. that 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.
NUMBER OF MEETINGS OF THE BOARD
15 (Fifteen) Meetings of the Board were held during the year under
review. For details of meetings of the
Board, please refer to the Corporate Governance Report, which is a part
of this report.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS
Pursuant to the applicable provisions of the Companies Act, 2013, SEBI
Listing Regulations and Governance
Guidelines, the Board has carried out an annual evaluation of its own
performance, performance of the
Directors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation
criteria, procedure and time
schedule for the Performance Evaluation process for the Board, its
Committees and Directors.
The performance of the Board and individual Directors was evaluated by
the Board after seeking inputs from all the Directors. The performance of the Committees
was evaluated by the Board after seeking inputs from the Committee Members. The criteria
for performance evaluation of the Board included aspects such as Board composition and
structure, effectiveness of Board processes, contribution in the long term strategic
planning, etc. The criteria for performance evaluation of the Committees included aspects
such as structure and composition of Committees, effectiveness of Committee meetings, etc.
The above criteria for evaluation were based on the Guidance Note issued by Securities and
Exchange Board of India.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and
remuneration and other matters provided in Section
178 (3) of the Companies Act, 2013 is made available on the
Company's website www.rajoo.com
BOARD COMMITTEES
The Company is in compliance with the provisions of the Companies Act,
2013 and the SEBI Listing
Regulations with regard to constitution of the Board Committees.
Composition, terms of reference and duties and responsibilities of each
of the Board Committee is based on the provisions of the Companies Act, 2013 and the SEBI
Listing Regulations. The Board Committees play a crucial role in the governance structure
of the Company, and they deal with specific areas of concern for the Company that need a
closer review. The Committees operate under the direct supervision of the Board, and
Chairpersons of the respective committees report to the Board about the deliberations and
decisions taken by the Committees. The recommendations of the Committees are submitted to
the Board for approval. Minutes of proceedings of the Committee meetings are circulated to
the respective Committee members of the Board and placed before Board meeting for noting.
The Board has constituted following Committees to take informed
decisions in the best interests of the
Company in accordance with the provisions of the Companies Act, 2013
and the SEBI Listing Regulations:
Audit Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders Relationship Committee
Risk Management Committee
Number of meetings held during the year under review and other related
details are set out in the Corporate
Governance Report.
All the recommendations of the Committees have been accepted by the
Board during the year under
review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the financial year ended March 31, 2025, the Corporate Social
Responsibility (“CSR”) Committee was duly constituted. Further, as on March 31,
2025, the CSR Committee comprised of Ms. Khushboo C. Doshi, Managing Director as
Chairperson, Mr. Rajesh N. Doshi and Dr. Shital B. Badshah as the members of the
Committee.
Detailed terms of reference of the CSR Committee are provided in the
Corporate Governance Report, which forms an integral part of this Report. Your Company has
also formulated a CSR Policy, which is available on the website of your Company at
www.rajoo.com .
Further, Annual Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended (“CSR
Rules”) is annexed as Annexure - I and forms an integral part of this Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year ended
March 31, 2025, as stipulated
under Regulation 34 (2) (e) read with Schedule V of the SEBI Listing
Regulations, part of the Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 (3) read with Schedule V of the SEBI Listing
Regulations, the Corporate Governance Report and the Auditor's Certificate regarding
compliance of conditions of Corporate Governance are annexed and made part of the Annual
Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
As a manufacturing enterprise, your Company strives to produce
high-quality, safe, and sustainable products that are accessible, affordable, and
environmentally responsible. The Company is dedicated to minimizing its environmental
footprint by optimizing the use of natural resources, adopting energy-efficient
technologies, to ensure resource availability for future generations.
Your Company actively supports the well-being of surrounding
communities by fostering inclusive development, enabling a just transition to regenerative
and low-carbon manufacturing practices, and cultivating a resilient value chain.
Additionally, the Company continues to strengthen its internal culture by empowering
employees to make sustainable and ethical business decisions that contribute to a positive
and responsible corporate environment.
Pursuant to Regulation 34 of the SEBI Listing Regulations read with
SEBI's Master Circular dated November 11, 2024 and the applicable SEBI Circulars,
your Company has reported its Environmental, Social, and Governance (ESG) performance
through the Business Responsibility and Sustainability Report (BRSR). The BRSR outlines
disclosures based on the nine principles of the National Guidelines on Responsible
Business Conduct (NGRBCs), reflecting the Company's commitment to transparency,
accountability, and sustainable industrial growth. The Business Responsibility and
Sustainability Report (BRSR) is enclosed herewith and forms an integral part of this
Annual Report.
RISK MANAGEMENT
Your Company has developed and implemented a Risk Management Policy and
in the opinion of the Board, during the financial year ended March 31, 2025, there were no
elements of risk identified which may threaten the existence of your Company.
During the financial year ended March 31, 2025, the Risk Management
Committee was constituted,
complete details of which are presented in Corporate Governance Report
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUECY
The details in respect of internal financial control and their adequacy
are included in the Management
Discussion and Analysis, which is a part of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
At Rajoo Engineers Limited, all employees are of equal value. There is
no discrimination between individuals at any point on the basis of race, colour, gender,
religion, political opinion, national extraction, social origin, sexual orientation or
age.
At Rajoo Engineers Limited, every individual is expected to treat
his/her colleagues with respect and dignity. This is enshrined in values and in the Code
of Ethics & Conduct of Rajoo Engineers Limited. The Direct Touch (Whistle-Blower &
Protection Policy) Policy provides a platform to all employees for reporting unethical
business practices at workplace without the fear of reprisal and help in eliminating any
kind of misconduct in the system. The Policy also includes misconduct with respect to
discrimination or sexual harassment
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at
workplace as per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made
thereunder.
The Company has also constituted an Internal Complaints Committee (ICC)
to redress complaints received regarding sexual harassment with the objective of providing
a safe working environment; all employees (permanent, contractual, temporary, trainees)
are covered under this policy. An Internal Complaints Committee (ICC) is in place to
redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and
disposed off during the year :
| No. of complaints received |
: Nil |
| No. of complaints pending |
: Nil |
| No. of complaints disposed-off |
: Nil |
ANNUAL RETURN
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the Act,
the Draft Annual Return for the financial year
2024-25 is uploaded on the website of the Company and the same is
available on www.rajoo.com
RELATED PARTY TRANSACTIONS:
The Company has a definite process of identification of related parties
and transactions with related parties, its approval and review process. The Policy on
Related Party Transactions as formulated by the Audit Committee and the Board is hosted on
the Company's website at https://www.rajoo.com/investorszone.html#sec9.
As required under Regulation 23 of the SEBI Listing Regulations, the
Audit Committee has defined the material adaptation and the same has been included in the
said Policy. The policy intends to ensure that proper reporting; approval and disclosure
processes are in place for all transactions between the Company and Related Parties.
During the financial year 2024-25, all contracts, arrangements and
transactions entered by the Company with related parties during FY 2024-25 (including any
material modification thereof), were in the ordinary course of business and on an arm's
length basis and were carried out with prior approval of the Audit Committee. Omnibus
approvals were also taken for unforeseen transactions which were planned and/or repetitive
in nature.
All contracts/arrangements/transactions entered by the Company during
the financial year with the related parties were in ordinary course of business and on an
arm's length basis. Company had not entered in to any transactions with related
parties which could be considered material in terms of Section 188 of the Companies Act,
2013. Accordingly, the disclosure of Related Party Transactions as required under Section
134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
INSURANCE
Company has taken appropriate insurance for all the assets against
foreseeable perils.
STATUTORY AUDITOR AND AUDITOR'S REPORT
In terms of Section 139 of the Act, read with the Companies (Audit and
Auditors) Rules, 2014, M/s. Rushabh R. Shah and Co., Chartered Accountants (M. No.:
607585, FRN. 156419W), were appointed as Statutory Auditors of the Company for a term of 5
years at the 35th Annual General Meeting held on September 24, 2022 until the conclusion
of the 40th Annual General Meeting to be held in the year 2027 on such remuneration plus
applicable taxes, and out of pocket expenses, as may be recommended by the Audit Committee
and as may be mutually agreed between the Board of Directors of the Company and the
Statutory Auditors from time to time.
The Reports given by M/s. Rushabh R. Shah and Co., Chartered
Accountants (M. No.: 607585 FRN: 156419W) on the Standalone and Consolidated Financial
Statements of your Company for the financial year ended March 31, 2025 (“Financial
Statements”) is part of the Annual Report. The Notes on the Financial Statements
referred to in the Auditor's Report are self-explanatory and do not call for any
comments. The Auditor's Report does not contain any qualification, reservation,
adverse remark or disclaimer. During the financial year ended March 31, 2025, the Auditors
have not reported any matter under Section 143 (12) of the Act, therefore, no detail is
required to be disclosed under Section 134 (3) (ca) of the Act.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:
In terms of Section 204 of the Act read with the Companies (Appointment
and Remuneration of Managerial
Personnel) Rules, 2014, and on the recommendation of the Audit
Committee, the Board has appointed CS
Nirav Vekariya, Practising Company Secretary (Mem. No. FCS: 11660 and
CoP No: 17709), as the Secretarial
Auditor of your Company for the financial year ended 31st March 2025.
The Secretarial Audit Report as given by the Secretarial Auditor is annexed as Annexure -
II and forms an integral part of this Report. The Secretarial Audit Report is
self-explanatory and does not call for any comments.
Further, the observation/s of the Secretarial Auditor in its
Secretarial Audit Report and the response of the
Directors to the same is/are as under:
Observation 1:
It was observed that, there was a delay of 1 (One) day in submission of
Related Party Transactions pursuant to
Regulation 23 (9) of SEBI Listing Regulations for half year ended on
March 31, 2024
Response to observation 1:
The delay of one day was solely due to unforeseen technical issues
encountered during the submission
process.
Observation 2:
It was observed that, News-paper advertisement of the Unaudited
Financials for the Quarter ended December 31, 2024 was published beyond 48 hours of the
Conclusion of the Meeting held for the said purpose.
Response to observation 2:
The publication was made beyond the prescribed timeline due to certain
publishing constraints, which led to an inadvertent lapse in timely advertisement.
However, the financial results were duly approved by the Board and submitted to the stock
exchanges within the regulatory timelines.
Observation 3:
It was observed that, there was a delay of 11 days in the appointment
of a new Independent Director upon
the resignation of the previous Independent Director pursuant to
Regulation 17 (1) of SEBI (LODR), 2015.
Response to observation 3:
The delay of 11 days was solely due to unforeseen technical issues.
Observation 4:
It was observed that Form IEPF 2, for Appointment of Nodal Officer and
Deputy Nodal Officer for the purpose
of IEPF was file delay with Additional Fees
Response to observation 4:
There was a delay of only one day in filing of Form IEPF 2, because of
technical issues encountered during
the submission process.
While the above-mentioned instances reflect minor and infrequent
delays, the Board acknowledges them with due seriousness. The Company remains fully
committed to regulatory compliance and transparency. The Board assures that all necessary
steps have been taken to strengthen internal processes, and every effort will be made to
prevent such delays in the future.
Additionally, in terms of Regulation 24A (1) as substituted by the SEBI
(Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024
dated December 13, 2024 and applicable with effect from 1st April, 2025, your Company is
required to appoint a Practicing Company Secretary for not more than one term of five
consecutive years or a firm of Practicing Company Secretaries for not more than two terms
of five consecutive years, as a Secretarial Auditor, with the approval of the members at
its AGM and such Secretarial Auditor must be a Peer Reviewed Company Secretary and should
not have incurred any of the disqualifications as specified under the SEBI Listing
Regulations. Further, as per the said Regulation, any association of the individual or the
firm as the Secretarial Auditors of the Company before 31st March 2025 shall not be
considered for the purpose of calculating the tenure of the Secretarial Auditors.
Taking into account the above requirements mandated by Regulation 24A
of the SEBI Listing Regulations, the Board, on the recommendation of the Audit Committee,
has approved the appointment of CS Nirav Vekariya, Company Secretary (Mem. No. FCS: 11660
and CoP No: 17709) as the Secretarial Auditors of the Company for a term of five
consecutive years, to hold office from the ensuing 38th AGM till the conclusion of 43rd
AGM to be held in the year 2030, covering the period from the financial year ending March
31, 2026 till the financial year ending March 31, 2030, subject to the approval of the
shareholders.
Further, your Company has received a written consent from the
Secretarial Auditor that the appointment, if approved, will be in accordance with the
applicable provisions of the SEBI Listing Regulations, Act and rules framed thereunder.
Further, the Secretarial Auditor has confirmed that they are not disqualified to be
appointed as the Secretarial Auditor of your Company.
COST AUDITORS AND COST ACCOUNTS
In terms of the provisions of Section 148 of the Act, read with the
Companies (Cost Records and Audit) Rules, 2014, the Board of Directors had on the
recommendation of the Audit Committee, appointed M/s Shailesh Thaker & Associates,
Cost Accountants, Ahmedabad (FRN: 101454), as the Cost Auditors, to conduct the cost audit
for the financial year ended March 31, 2025.
Further, on recommendation of the Audit Committee, the Board had
re-appointed M/s. Shailesh Thaker & Associates, Cost Accountants, Ahmedabad (FRN:
101454), being eligible, as the Cost Auditors of your Company, to conduct the Cost Audit
for the financial year ending March 31, 2026.
Your Company has received written consent that the appointment is in
accordance with the applicable provisions of the Act and Rules framed thereunder. The
remuneration of Cost Auditors has been approved by the Board on the recommendation of the
Audit Committee. In the opinion of the Directors, considering the limited scope of Audit,
the proposed remuneration payable to the Cost Auditors would be reasonable and fair and
commensurate with the scope of work carried out by them. In terms of the Act and Rules
framed thereunder, requisite resolution for ratification of remuneration of the Cost
Auditors has been set out in the Notice of the ensuing 38th AGM of your Company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the requirements of Section 197 (12) of the Act, read with
Rule 5 (1), 5 (2), and 5 (3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining to the
remuneration along with the statement containing particulars of employees as required are
given in Annexure III and forms an integral part of this report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company has established a robust Human Resources (‘HR')
system that nurtures a conducive and productive work culture. It emphasises on the freedom
to express views, competitive pay structure, performance-based reward system and growth
opportunities, and internal job postings within the organisation for career options for
the employees. It has well-documented and disseminated employee-friendly policies to
enhance transparency, create a sense of teamwork and trust among employees and align
employee interests with organisational strategic goals. These policies assist in holistic
HR development and play a key role in right talent on-boarding, talent retention, and
leadership development.
The Company ensures equal access to opportunities in the areas of
recruitment, training and up gradation, professional development and advancement,
regardless of gender, age, racial/ethnic background, religion or social status. The
Company adheres to the Rajoo's Code of Conduct to strengthen its core values of
excellence and leadership.
SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e. SS-1 relating to
‘Meetings of the Board of Directors' and SS-2
relating to ‘General Meetings', respectively, have been duly
followed by the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
1. CONSERVATION OF ENERGY
(a) Energy conservation measures taken:
The Company has intensified its efforts to enhance energy efficiency
through targeted and sustained initiatives. It has consistently focused on the
absorption and adoption of the latest technologies and innovations. To ensure optimal
performance and energy conservation, all machinery and equipment are regularly serviced,
upgraded, and overhauled. These proactive maintenance practices have contributed to a
noticeable reduction in energy consumption. Additionally, periodic energy audits and
inter-unit benchmarking studies are conducted to identify opportunities for further energy
savings and implement corrective measures effectively.
(b) Steps taken by the Company for utilizing alternate sources of
Energy:
As part of its long term sustainability plan, the Company has initiated
various steps towards utilizing
alternate source/ renewable source of energy:
O The company has installed and commissioned 304.64 KW (DC) capacity
Solar Power Plant in the state of Gujarat at Village Hadamtala, Taluka Kotda-Sangani,
District Rajkot.
O All efforts are made to use more natural lights in
offices/factory/stores premises to optimize the consumption of energy.
O The Company along with group entities of the Company has formed a
Limited Liability Partnership “Shrutina Nexgen Solar LLP (LLPIN: ACH-3671)”,
which is registered with Registrar of Companies,
Gujarat on May 26, 2024. Shrutina Nexgen Solar LLP is formed by Rajoo
Engineers Limited (holding 7%) along with Promoter Group Entities viz. Shrutina Nexgen LLP
(holding 74%), Essen Speciality Films Limited (holding 18%) and Rajoo Innovation Centre
LLP (holding 1%) as its Partners. The LLP is incorporated for business purpose: To carry
on the business of generating, accumulating, distributing and supplying Solar Energy for
its own use or for sale to Governments, State Electricity Boards, Intermediaries in Power
Transmission/ Distribution, Companies, Industrial Units, or to other types of users/
consumers of Energy.
(c) The capital investment on energy conservation equipment: NIL
2. TECHNOLOGY ABSORPTION
(a) Efforts made towards Technology Absorption:
O The Company continues to adopt and use the latest technologies to
improve the productivity and quality of its products.
O The Company has technical collaboration with Commodore LLC., USA,
Bausano & Figli, Italy and MEAF Machines B.V. of Netherlands are strategic partners.
(b) Benefits derived like product improvement, cost reduction, product
development or import substitution:
Due to integrated facility and infusion of new technology, the Company
is in position to offer most energy
efficient products to consumers.
(c) In case of imported technology (imported during the last three
years reckoned from the beginning of the
financial year):
No Technology was imported for conservation of energy.
(d) The expenditure incurred on Research and Development
(Rs. In lacs)
| Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| Capital Expenditure |
- |
- |
| Revenue Expenditure |
158.59 |
160.42 |
| Total: |
158.59 |
160.42 |
3. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs. In lacs)
| Particulars |
F.Y. 2024-25 |
F.Y. 2023-24 |
| Foreign Exchange earned |
132.60 |
107.02 |
| Foreign Exchange used |
43.46 |
30.96 |
OTHER DISCLOSURES
Material changes and commitments affecting the financial position of
the Company between the March 31, 2025 and the date of this report, are appropriately
covered and reported.
There has been no change in the nature of business of the Company.
No significant material orders have been passed by the Regulators or
Courts or Tribunals which would impact the going concern status of the Company and its
future operations.
There are no proceedings initiated/ pending against the company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
company.
There were no instances where the Company required the valuation for
one time settlement or while taking the loan from the Banks or Financial institutions.
APPRECIATION :
Your directors wish to place on record their sincere appreciation for
the assistance and thank all the esteemed shareholders, bankers, business associates and
vendors for their faith, trust, and confidence reposed in your company.
The Directors also recognize and appreciate all the employees for their
commitment, commendable
efforts, teamwork, professionalism, and continued contribution to the
growth of the Company.
| Date : August 29, 2025 |
For and on behalf of the Board of Directors |
| Place: Veraval (Shapar) |
Rajoo Engineers Limited |
|
Rajesh N. Doshi |
|
Chairman & Director |
|
DIN: 00026140 |
|