To,
The Members of
REDTAPE LIMITED
Dear Members,
Your Directors with immense pleasure present their 4th Annual Report of
REDTAPE Limited ("Company") on the business and operations together with the
Audited Financial Statements of the Company for the financial year ended March 31st, 2025.
The Key highlights of Financial Performance of the Company for the year
along with previous year figures are as follows.
FINANCIAL HIGHLIGHTS
The Audited Financial
Statements of the Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards ("Ind AS") and the provisions of
the Companies Act, 2013. The Company's Standalone and Consolidated financial
performance for the year ended March 31, 2025, is summarized below:
( in Lakh)
Particulars Standalone result Consolidated result
|
FY 2024-25 |
FY 2023-24 |
FY 2024-25 |
FY 2023-24 |
| Total
Income |
206375 |
184464 |
205293 |
185597 |
| Total
Expenditure |
181648 |
161735 |
182001 |
161973 |
| Profit/(Loss)
before tax |
24727 |
22729 |
23292 |
23624 |
| Tax
Expense |
6279 |
5749 |
6292 |
6000 |
| Profit/(Loss)
after tax |
18448 |
16980 |
17000 |
17624 |
| Paid-up
Share Capital |
11056 |
2764 |
11056 |
2764 |
| Reserves
and Surplus |
67755 |
60453 |
67828 |
62079 |
PERFORMANCE HIGHLIGHTS
On consolidated basis, the
revenue from operations for FY2025 is 202091 lakhs against 184292 lakh in the previous year. The Profit after tax is 17000 lakhs against Profit
of 17624 lakh
during the previous year.
On a Standalone basis, the revenue from operations for FY2025 is 201846 lakh against 183754 lakh in the previous
year. The profit after tax is 18448 lakh against
16980 lakh during the previous year.
Your Directors are putting in their best efforts for the growth of the
top line and bottom-line of the Company.
BUSINESS OVERVIEW AND STATE OF AFFAIRS
Detailed information on the
Company's affairs is provided in the report on Management Discussion and Analysis,
which forms part of this Annual Report.
MATERIAL DEVELOPMENTS DURING THE FINANCIAL YEAR
2024-25
There is no material
Development that took place during the FY 2024-2025.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION
There are no material changes
and commitments affecting the financial position of the Company between the end of the FY
2024-2025 and the date of this report. 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.
DIVIDEND
The Board of Directors at
their meeting held on 27th May, 2025, has recommended payment of 12.5% (0.25 Paisa per
equity share of Rs. 2 each fully paid-up as final dividend for the financial year 2024-25.
The record date for payment of final dividend is Friday, 1st August 2025. The final
dividend, subject to the approval of the shareholders at the ensuing Annual General
Meeting ("AGM") of the Company, will be paid on or after Friday, 26th September,
2025. During the year under review, The Board of Directors of your company has also
declared and approved the payment of Interim Dividend of Rs. 2/- each (100%) per Fully
Paid-up Equity Share for the financial year 2024-25 In a board meeting held on 26th
December 2024., the Company has fixed Friday, 3rd January 2025 as the record date for
determining
entitlement of Members for payment of Interim Dividend for financial
year 2024-25.
DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing
Regulations") (as amended from time to time), the Company has Dividend Distribution
Policy in place which can be accessed on the website of the Company at https://about.redtape.com/
assets/investor-pdf/code_of_conducts_and_policies/ Dividend-Distribution-Policy.pdf
.
TRANSFER TO RESERVES
The Board of the Directors has decided to retain the entire amount of
profit for the Financial Year 2024-25, in the statement of profit & loss.
CHANGE IN NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of business of the Company.
Bonus Share
On February, 2025 the Board has allotted Bonus Shares to its equity
shareholders in the proportion of 3: 1 i.e. 3 (Three) new fully paid-up equity share of
Rs. 2/- (Rupees Two) each for every l (One) existing fully paid-up equity share of Rs. 2/-
(Rupees Two) each as approved by the shareholders in the extra ordinary general meeting
held on January 23, 2025. The bonus share were issued out of the credit balance of the
Profit and Loss Account, being part of the free reserves of the Company, as per the
audited financial statements for the financial year ended March 31st , 2024 the new bonus
equity shares so issued and allotted shall, for all purposes, be treated as an increase in
the paid-up equity capital of the Company held by each such member.
SHARE CAPITAL
During the financial year 2024-2025 the authorized share capital of
company increased from Rs. 30,02,00,000 to Rs. 112,01,00,000/- Pursuant to Bonus issue of
41,46,05,700 equity share of Rs. 2 each from and out of the credit balance of the Profit
and Loss Account, being part of the free reserves of the Company, as per the audited
financial statements for the financial year ended March 31, 2024 The Authorized share
capital of the Company is divided into 56,00,50,000 Equity Shares of 2 each.
The paid-up share capital of the Company as on March 31, 2025 is as
follows:
*On 27th May 2025, Company redeemed it's 9% Preference Shares
ANNUAL RETURN
In accordance with the provisions of Section 92(3) read with section
134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, an annual return in the
prescribed format for the financial year 2024-25 is available on the website of the
Company at https://about.redtape.com/ annual-return.php
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2024-25, 9 Board meetings were held and the
details of same are given in the Corporate Governance Report forming part of this Annual
Report. The intervening gap between consecutive meetings was not more than one hundred and
twenty (120) days as prescribed by the Companies Act, 2013 and applicable provisions.
DEPOSIT
During the year under review, the Company has neither accepted nor
renewed any deposits from the public within the meaning of Section 73 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act, 2013 are applicable to
the Company for the financial year 2024-25. Thus, requirements for the Annual Report on
CSR activities is applicable to the Company for the year 2024-25.
The Board of Directors of your Company had constituted Corporate Social
Responsibility (CSR) Committee on April 07, 2023. The CSR Committee comprises of Mr. Shuja
Mirza – Managing Director as Chairman, Mr. Arvind Verma – Whole Time Director,
Dr. Yashvir Singh - Independent Director and Dr. Rajshree Saxena - Independent Director as
members.
The terms of reference of the Corporate Social Responsibility (CSR)
Committee is provided in the Corporate Governance Report. Your Company has also formulated
a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of
the Company at https://about.redtape. com/assets/investor-pdf/code_of_conducts_and_policies/
CSR_Policy.pdf
Initiatives taken by the Company during the Year are as follows:
Members may take note that to strengthen & protect the rich
cultural heritage of our nation, Company has Adopted
a Heritage Scheme 2.0, a scheme of Ministry of Culture of Government of
India. Under this scheme, our Company has shown willingness to adopt monuments as approved
by Archeological Scheme of India (ASI) via. Sabhyata Foundation, as implementing agency, a
company incorporated under Section 8 of Companies Act, 2013
Our company has shown keen interest and have already taken necessary
steps for adoption of heritages i.e. Mori Gate, Kashmiri Gate, Delhi Gate & Ajmeri
Gate (images are attached in the Annual Report). Also, other initiatives have been taken
relating to education to under privileged kids, Skill Development, medical treatment
facility to the needy person & educating the underprivileged kids etc. For complete
details with visuals, refer to separate sections of CSR & Adopt Heritage of the Annual
Report.
DIRECTORS
During the financial year
2024-25 Mr. Arvind Verma (DIN: 09429834), who retires by rotation for re-appointment,
being eligible to offer himself for reappointment. Further, there is no change in the
composition of Board Members of the company
INDEPENDENT DIRECTORS
Your Company is having ideal
composition of Independent Directors to steer the Company at the path of growth with
approach of integrity and transparency, in term of Section 149 of the
Companies Act & SEBI , Dr. Yashvir Singh (DIN 00049360) , Mr. Subhash Chander Sapra
(DIN: 00049243) & Mrs. Rajshree Saxena (DIN: 09784592), were appointed as Independent
Director of the Company on April 07, 2023, whereas Mr. Sanjay Bhalla was appointed as Non-
Executive Director on December 10, 2021 but designated as Independent Director on April
07, 2023. A brief profile of all Independent Director is given at the start of the Annual
Report under the heading "Board of Director".
The Board of Directors has received declarations from all the
Independent Directors of the Company appointed during the financial year 2024-25
confirming that they meet with criteria of independence as prescribed under sub-section
(6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation
25 of the Listing Regulations. The Board is of the opinion that they are people of
integrity and possess relevant expertise and experience.
In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent Directors of the Company and
the Board is satisfied of the integrity, expertise and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent
Directors on the Board.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of
section 2(51) and 203 of the
Companies Act, 2013, during the financial year 2024-25, the Company has following
whole-time Key Managerial Personnel ("KMP"):
S. No. |
Name
of KMP* |
Designation |
Date
of Appointment |
Date of Cessation
|
1. |
Mr.
Rashid Ahmed Mirza |
Chairperson
& Whole-Time Director |
01.09.2023
|
Continuing |
2. |
Mr.
Shuja Mirza |
Managing
Director |
22-03-2023
|
Continuing |
3. |
Mr.
Arvind Verma |
Whole
time Director |
22-03-2023
|
Continuing |
4. |
Ms.
Sunanda |
Whole
time Director |
01-08-2023
|
Continuing |
5. |
Mr.
Abhinav Jain* |
Chief
Financial Officer |
22-03-2023
|
14-08-2025 |
6. |
Mr.
Akhilendra Bahadur Singh |
Company
Secretary & Compliance Officer |
08-12-2023
|
Continuing |
* On the recommendation of NRC Committee and Audit
Committee, the Board members approve the redesignation of Mr. Abhinav Jain from the
position of Chief Financial Officer (CFO) & Key Managerial Position (KMP) to Vice
President-Finance
w.e.f. 14th August 2025 and Appointment of Mr. Vivek Agnihoti as a Chief Financial
Officer (CFO) & Key Managerial Officer (KMP) w.e.f. 14th August 2025
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF
S l . No
Name of the Body Corporate
Amount of Investment
THE COMPANIES ACT, 2013.
Pursuant to Section 134(3)(g)
of the Companies Act, 2013 during the year under review the Company has given loan to
wholly owned subsidiary Redtape HK Limited – INR
225.80 Lacs under the provisions of Section 186 of the Companies Act,
2013.
Further the details of Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are as below:
REDTAPE Bangla Limited* 41 Lacs
REDTAPE HK Limited 2 Lacs
*Name of Mirza Bangla Limited has been changed to REDTAPE Bangla Limited.
REPORT ON SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has four (4) subsidiary companies namely:
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at https:// about.redtape.com/assets/investor-pdf/code_of_conducts_
and_policies/Related-Party-Transaction-Policy.pdf
Name of the Company Relation with REDTAPE
REDTAPE Bangla Limited (Bangladesh)
Limited
Subsidiary Company
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL
RELATIONS
The human resources development function of
the
REDTAPE HK Limited Subsidiary Company Company is guided by a strong set of values and
REDTAPE London Limited (based in England and Wales)
REDTAPE (Quanzhou) Sports Goods Co. Limited (Based in China)
Step down subsidiary - Subsidiary of REDTAPE HK Limited
Step down subsidiary - Subsidiary of REDTAPE HK Limited
policies. Your Company strives to provide the best work environment
with ample opportunities to grow and explore. Your Company maintains a work environment
that is free from physical, verbal and sexual harassment. The details of initiatives taken
by the Company for the development of human resources are given in Management Discussion
and Analysis Report. The Company maintained healthy, cordial
REDTAPE (Quanzhou) Sports Goods Co. Limited (Based in
China) incorporated on 29th February, 2024
There was no other subsidiary, joint venture or associates'
company during the financial year 2024-25.
In accordance with section 129(3) of the Companies Act, 2013, the
consolidated financial statements of the Company and its subsidiary company form part of
the Annual Report. Further, a statement containing performance and salient features of the
financial statements
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents and separate audited financial statements in respect of subsidiaries, are
available on the Company's website at www.redtape.com.
THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;
During the year under review, there is no such Company which has ceased
to become a subsidiary Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF
THE COMPANIES ACT, 2013
During the year the Company had not entered into any contract /
arrangement/ transaction with related parties which could be considered material for which
shareholders' approval is required in accordance with provisions of the Companies
Act, 2013.
All contracts/ arrangements entered with Related Parties in terms of
Section 188 of the Companies Act, 2013 were in the ordinary course of business and on an
arm's Length basis. Thus, disclosure in Form AOC-2
in terms of Section 134 of Companies Act, 2013
is not required, (refer Annexure -I).
and harmonious industrial relations at all levels during the year under
review.
Engagement, Connect & Celebrations
The Company organizes various engagement events and gatherings from
time to time to promote employee bonding and cultural connect. These include celebrations
on occasions of national importance such as Independence Day (15th August) and Republic
Day (26th January), as well as festivals and other special events. Such initiatives are
aimed at fostering team spirit, enhancing employee interaction, and strengthening
organizational culture.
Customer Engagement Initiatives
To strengthen our connection with customers, we continue to engage with
them through Workshops.
These sessions were well-received, reinforcing our commitment to
empowering customers, building trust, and driving collaborative innovation.
Safety
The Company has a well-defined and practised Occupational Safety Health
and Wellbeing Policy in place. The Company's Policy comprises guidelines and
standardized practices, based on robust processes. It advocates proactively improving its
management systems to minimize health and safety hazards, thereby ensuring compliance in
all operational activities.
To minimize and mitigate risks related to fire safety and physical
security, the Company has taken up various safety initiatives that include:
First aid and fire safety web-based training including Building and
Office Evacuation and Fire Safety Awareness for all employees.
Presentation-based awareness sessions for off-roll / field employees.
Dissemination of employee safety awareness through safety awareness
programs.
Engagement with Regional Officers.
ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information under section
134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules,
2014 is given in Annexure-II to this Report.
PARTICULARS OF REMUNERATION OF
DIRECTORS/ KMP/EMPLOYEES
Disclosure pertaining to
remuneration and other details as required under section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given in Annexure–III
to this Report.
The Statement containing the particulars of top 10 employees as
required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other
applicable rules (if any), is provided in a separate annexure forming part of this report.
Further, the report and the accounts are being sent to the members excluding the aforesaid
annexure. In terms of section 136 of the Companies Act, 2013, the said annexure is open
for inspection at the registered office of the Company during the working hours for a
period of twenty-one days before the date of the AGM & also, member interested in
obtaining a copy, in advance of the same, may write specific to the Company.
FAMILIARIZATION PROGRAM FOR
INDEPENDENT DIRECTORS
Independent Directors are
familiarized with their roles, rights and responsibilities in the Company as well as with
the nature of industry and business model of the Company through presentations about the
Company's strategy, business model, product and service offerings, customers'
& shareholders' profile, financial details, human resources, technology,
facilities, internal controls and risk management, their roles, rights and
responsibilities in the Company. The Board is also periodically briefed on the various
changes, if any, in the regulations governing the conduct of Independent Directors. Also,
refer report on the Corporate Governance for further information. The details of the
familiarization programs have been hosted on the website of the Company, at web-link .i.e https://
about.redtape.com/assets/investor-pdf/odur46/Details-of- Familiarisation-Program-for-FY-2024-25.pdf
STATUTORY AUDITORS
As per section 139 of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members
of the Company in Second Annual General Meeting held
on 30th September, 2023 approved the appointment of M/s Ashwani &
Associates, Chartered Accountants, (Firm Registration No. 000497N), as Statutory Auditors
of the Company for a term of 5 (five) consecutive years, commencing from conclusion of 2nd
AGM till conclusion of 7th AGM of the Company.
In terms of the provisions of the Companies Act, 2013 and Listing
Regulations, every listed entity has to ensure that the limited review or audit reports
submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by
an auditor who has subjected himself/herself to the peer review process of Institute of
Chartered Accountants of India and holds a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants of India.
The notes on the financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further comments. The Auditors Report
annexed with this Annual Report, does not contain any qualification, reservation or
adverse remarks.
DETAILS REGARDING FRAUDS REPORTED
BY AUDITORS UNDER SECTION 143 (12) OF THE ACT
During the Financial Year
2024-25, the Auditors had not reported any matter under Section 143(12) of the Companies
Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the
Companies Act, 2013.
COST AUDITOR
The maintenance of cost
records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013, is required by the Company and accordingly such accounts and records
have been prepared and maintained by the Company for the financial year 2024-25. The Board
of Directors has appointed Mr.
A.K. Srivastava, Cost Accountant (Membership No. 10467 & FRN:
100090) as Cost Auditor to conduct the audit of cost records of the Company for the
financial year 2025- 26.
During the Financial Year 2024-25, the Auditors have not reported any
qualifications, reservations & adverse remarks.
SECRETARIAL AUDITOR
M/s R&D, Company
Secretaries (Firm Registration Number: P2005DE011200), were appointed as the Secretarial
Auditor of the Company for a period of 5 consecutive years, commencing from FY 2025-26 to
FY 2029-30, at the Board meeting held on May 27, 2025, based on the recommendation of the
Audit Committee of Directors, subject to the approval of the Members at the ensuing AGM of
the Company. They will undertake secretarial audit
as required and issue the necessary secretarial audit report for the
aforesaid period in accordance with the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the Listing Regulations. They have confirmed that their appointment
complies with the eligibility criteria in terms of Listing Regulations. The resolution
seeking Members' approval for their appointment forms part of the Notice. The
Secretarial Audit Report confirms that the Company has complied with the provisions of the
Act, Rules, Regulations and Guidelines and that there were no deviations or
non-compliances. The Secretarial Audit Report is provided as Annexure-IV to this Report.
The Secretarial Audit Report contains qualifications which do not have any material impact
on Company. Their observations is given hereunder along with the reply of the Company.
Observations of Secretarial auditor
The scrutinizer report
submitted to exchanges on 24th January, 2025 pursuant to resolutions passed at the
Extraordinary General Meeting held on 23rd January, 2025, was filed without countersigned
by the Chairman/Company Secretary.
Form MGT-6 was filed with a delay. The declarations in Form MGT-4 and
MGT-5 were dated 16th January 2024, and the Company received the declarations on 17th
January 2024. However, Form MGT-6 was filed only on 23rd August 2024.
Form CHG-1 filed for Modification of Charge ID 100689802 was submitted
with delay.
The Related Party Transaction submitted with exchange for the half-year
ended 31st March, 2024 was submitted with a delay of 2 days. Further the same is being
intimated through the email within time but could not be uploaded to BSE Portal due to
some technical error. It is submitted on 1st June 2024 with BSE portal. However, it is
submitted on time with National Stock Exchange Limited (NSE).
Management Explanation
It was filed inadvertently.
The delay in filing Form MGT-6 was due to technical glitches on the MCA
portal. The Company had raised multiple tickets and also written emails to MCA in this
regard. The filing could be successfully completed only after resolution of the above said
technical issues.
The delay in filing Form CHG-1 for Modification of Charge ID 100689802
was due to technical issues on the MCA portal.
The Related Party Transaction disclosure for the half-year ended 31st
March, 2024 was filed with a delay of 2 days on the BSE portal due to certain
technical errors in the XBRL file. However, the said disclosure was
filed within the prescribed timeline with the National Stock Exchange of India Limited
(NSE). The Company had also intimated BSE by email within the timeline. Subsequently, the
XBRL file was rectified with the assistance of BSE's official and the disclosure was
successfully uploaded on the BSE portal on 1st June, 2024.
SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively, as per
the requirements.
COMMITTEES OF THE BOARD OF DIRECTORS
As on date of report, the Board of Directors has constituted the
following committees, in terms of the provisions of the Companies Act, 2013 and rules made
thereunder and the SEBI (LODR) Regulations:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
Corporate Affairs Committee
Details of terms of reference, composition of the Committees, and the
number of meetings held and attendance of various members at such meetings etc., are
provided in the Corporate Governance Report, which forms part of this Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee recommended to the Board of
Directors, a policy on Director's appointment and remuneration, including, criteria
for determining qualifications, positive attributes, independence of a director and other
matters. The said policy as approved by the Board of Directors on May 30, 2023, is
uploaded on the Company's website at https://about.redtape.com/assets/ investor-pdf/code_of_conducts_and_policies/Nomination-
and-Remuneration-Policy.pdf
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI LODR, Management Discussion and
Analysis Report, for the year under review, is presented in a separate section forming
part of this Annual Report.
PERFORMANCE EVALUATION OF THE BOARD, ITS
COMMITTEE AND DIRECTORS
The Nomination &
Remuneration Committee (NRC) of the Board reassessed the framework, methodology and
criteria for evaluating the performance of the Board as a whole, including Board
committee(s), as well as performance of each director(s) and confirms that the existing
evaluation parameters are in compliance with the requirements as per SEBI guidance note
dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness
of the Board and its committees, decision making process, Directors'/ members'
participation, governance, independence, quality and content of agenda papers, team work,
frequency of meetings, discussions at meetings, corporate culture, contribution and
management of conflict of interest. The performance evaluation of the Board as a whole and
its committees, namely, Audit Committee, Nomination and Remuneration Committee and
Stakeholders' Relationship Committee, as well as the performance of each director
individually was carried out by the entire Board of Directors. The performance evaluation
of the Non-Independent Directors and the Board of Directors, as a whole was carried out by
the Independent Directors in their meeting held on August 14, 2024. The Directors
expressed their satisfaction with the evaluation process.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS
No significant and material
orders were passed by the regulators or courts or tribunals, impacting the going concern
status and Company's operations in future.
CREDIT RATINGS
During the year under review,
the Company has obtained credit rating. For brief details of credit ratings refer to the
Report on Corporate Governance.
CORPORATE GOVERNANCE
A report on Corporate
Governance practices followed by the Company is provided in a separate section and forms
an integral part of this report. The Company is required to prepare the Corporate
Governance Report for the Financial Year 2024-25, therefore please refer the Corporate
Governance Report is annexed in this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Your Company realizes the
importance of being transparent and accountable as an organization, which in turn, helps
in strengthening the trust that stakeholders' have placed in the Company. We consider
disclosure practice as a strong tool to share strategic developments, business performance
and the overall value generated for various stakeholder groups over a period of time,
provided in this Annual Report.
NODAL OFFICER
Mr. Akhilendra Bahadur Singh,
Company Secretary and Compliance Officer of the Company has been appointed as Nodal
Officer as per the provisions of IEPF. The details of the same can be accessed on the
Company's website at https://about.redtape.com/help-desk.php
BOARD POLICIES
The details of the policies
approved and adopted by the Board as required under the Act and Securities and Exchange
Board of India (SEBI) regulations are provided in weblink i.e. https://about.redtape.com/code-of-conducts-
and-policies.php
BOARD DIVERSITY
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, regional and industry experience,
cultural and geographical background, age, ethnicity, race, gender, knowledge and skills,
including expertise in financial, diversity, global business, leadership, information
technology, mergers and acquisitions, Board service and governance, sales and marketing,
Environmental, Social and Governance (ESG), risk management and cybersecurity and other
domains, which will ensure that our Company retains its competitive advantage. The Board
Diversity Policy adopted by the Board sets out its approach to diversity. The policy is
available on our website, at https://about.redtape.com/ assets/investor-pdf/code_of_conducts_and_policies/
Board_Diversity_Policy.pdf.
Your Company is having robust and duly complied with the orders,
rules, regulations, and all other legal requirements under the Information Technology Act,
2000, including adhering to the guidelines related to data protection and privacy as well
as cyber security to enable the organization to operate in a digital environment of Trust
and Confidence and that the information has been protected against threats including cyber
frauds and data breaches and that the necessary security measures including secured
computer system.
TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION FUND
In accordance with the
provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (hereinafter referred to as ‘IEPF Rules') (including any
statutory modification(s) or reenactment(s) thereof for the time being in force), the
amount of dividend remaining unclaimed or unpaid for a period of seven years from the date
of transfer to the Unpaid Dividend
Account is required to be transferred to IEPF maintained by the Central
Government. In pursuance of this, the dividend remaining unclaimed in respect of dividends
declared upto the financial year ended March 31, 2017 have been transferred to the IEPF.
The details of the unclaimed dividends so transferred are available on the website of MCA
at www.iepf.gov.in
Pursuant to the Scheme of Arrangement, the Company has issued 4,76,921
equity shares to IEPF against the IEPF's shareholding in the Transferee Company
– Mirza International Limited.
The details of unclaimed dividends and equity shares transferred to
IEPF during the year 2024-25 are as follows:
Amount of unclaimed dividend transferred 953842 Number of Equity shares
transferred 1430763
Process of claiming shares and dividend from IEPF
The Members whose unclaimed dividends or shares have been transferred
to the IEPF can claim them by contacting the Company or RTA to obtain an Entitlement
Letter (EL) upon submitting the necessary documents. Once the EL is issued, the Member is
required to file the web- based Form IEPF-5 online at www.mca.gov.in, attaching the
EL and other required supporting documents. After submitting Form IEPF-5, Members have to
upload the postal receipt under the "Pending for Action" tab and then send a
physical copy of the self-attested Form to the Company. The said process reduces the
instance of claim applications being rejected by the Company/ IEPF Authority on account of
incomplete and/or non-receipt of required documents. The Members can now track claim
status via the "Grievances Ticketing System" on the MCA portal at https://www.mca.gov.in.
DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDERSSAL) ACT, 2013
The Company since inception, ensures gender equality and the right to
work with dignity to all employees (permanent, contractual, temporary and trainees) of the
Company and has been following a zero tolerance against sexual harassment of any person at
workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder and
in order ensure this in all it strictness, the Company has in place an Internal Complaints
Committee, the constitution whereof, is in complete compliance with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Sexual Harassment Policy of the Company has been effectively
promoted and propagated an environment and culture in the Company which inculcates in the
male employees, a spirit of utmost respect for the women workforce at every level. The
Company has also formulated a set of standing orders which stipulate very harsh punitive
measures against any employee found guilty of having or attempting to have sexually
harassed a female employee, which without prejudice to the other actions taken against the
offender, include immediate termination of his services.
The fact that safety and security of the women workforce in the Company
has been an area given the paramount importance in the Company explains why the Company
can proudly boast or being among the safest work places for women in the country. As has
been the case in the previous years, during the year under review as well, no complaints
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2015, were received during the year under review.
MATERNITY BENEFIT ACT
The Company is committed to ensurinng a safe, inclusive, and supportive
work enviroment for all employees. The Company has complied with the provision of
Maternity Benefit Act, 1961, and extend all benefits and protections under the Act to
eligible employees. Adequate procedures are in place to uphold the rights and welfare of
Women employees on accordance with the applicable laws.
RISK MANAGEMENT POLICY
The Board of Directors bear the overall responsibility for the
company's risk management and internal control procedures in connection with the
financial reporting process, including ensuring compliance with relevant legislation and
other regulations relating to financial reporting. The Board of Directors undertakes
on-going assessment of the risks to which the company is subject, including risks relating
to financial reporting.
The risk management procedures and internal control are regularly
reviewed in order to continuously secure and enhance their effectiveness.
INTERNAL FINANCIAL CONTROL FOR FINANCIAL STATEMENTS
Your Company has an effective internal financial control system, which
is continuously evaluated by the internal and statutory auditors. The internal financial
controls are designed to ensure that financial and other records are reliable for
preparing financial information and for maintaining accountability of assets. All
financial and audit control systems are also reviewed by the Board of the Company.
INTERNAL AUDITOR
In terms of Section 138 of
the Companies Act, 2013 read with rules made thereunder, the Board of Directors of the
Company, upon the recommendation of the Audit Committee, in their meeting held on May 29,
2024, has appointed M/s Surinder Mahajan & Associates, Chartered Accountants (Firm
Registration No. 009973N) Chartered Accountants, as the Internal Auditor of the Company to
conduct the Internal Audit for the financial year 2024-25.
The Internal Audit Report for financial year 2024-25, does not contain
any qualification, reservation, disclaimer or adverse remark. Although auditor provided
several suggestion for improvement in financial functioning of the Company.
VIGIL MECHANISM POLICY
The Company has adopted a
Vigil Mechanism and Whistle Blower Policy, to provide a formal mechanism to the Directors
and employees to report their concerns about unethical behavior, actual or suspected fraud
or violation of the Company's Code of Conduct or ethics policy. The Policy provides
adequate safeguards against victimization of employees who avail of the mechanism and also
provides for direct access to the Nominated Director. It is affirmed that no personnel of
the Company have been denied access to the Vigilance and Ethics Officer appointed under
such Policy.
The Vigil Mechanism and Whistle Blower Policy of the Company as
approved by the Board of Directors, is uploaded on the Company's website at https://about.
redtape.com/assets/investor-pdf/code_of_conducts_and_ policies/Vigil-Mechanism-Policy.pdf
.
CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING PRACTICES
The Company has already
formulated the Code of Conduct for Regulation, Monitoring and Reporting of Insider Trading
and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI) in compliance with SEBI (Prohibition of Insider Trading)
Regulations, 2015. These codes are displayed on the Company's website having link.
i.e. https://about.redtape.com/assets/investor-pdf/ code_of_conducts_and_policies/Code-SEBI-PI
T- Regulations.pdf.
DETAILS OF APPLICATION MADE
OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review,
no application was made and also no proceeding was pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016).
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 year under review,
no such valuation was required to be done.
SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND
COMPANY OPERATIONS IN FUTURE
During the period under
review, no such order is passed by any Regulators or Courts or Tribunals which would
impact the going concern status of the Company and its future operations other than the
orders mentioned herein above.
DIRECTORS' RESPONSIBILITY
STATEMENT
Pursuant to the provisions
under Section 134(5) of the Companies Act, 2013, with respect to Directors'
Responsibility Statement, the Directors confirm:
That in the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed along with proper explanation relating to material
departures;
That they 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;
That they had 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;
That they had prepared the annual accounts on a going concern basis;
That they 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
That they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
LISTING WITH STOCK EXCHANGES
The shares of the Company are listed on BSE Limited and National Stock
Exchange Limited w.e.f. August 11, 2023. The Annual Listing Fees for the financial year
2025-26 is paid to the both Stock Exchanges.
GREEN INITIATIVE
Your Company has implemented the "Green Initiative" to enable
electronic delivery of notice/documents/annual reports to shareholders. The Annual Report
for the financial year 2024-25 and Notice of the 4th Annual General Meeting are being sent
to all members electronically, whose e-mail addresses are registered with the
Company/Depository Participant(s). Members may note that the Notice and Annual Report
2024-25 is also available on the Company's website having link i.e. www.redtape.com
and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India
Limited at www.bseindia.com and www. nseindia. com respectively.
The above are in compliance with relevant circulars issued by the
Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to
time. The e-voting facility is being provided to the members to enable them to cast their
votes electronically on all resolutions set forth in the notice, pursuant to Section 108
of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014. The instructions for e-voting are provided in the Notice of
this 4th Annual General Meeting.
ACKNOWLEDGEMENTS
The Board of Directors takes this opportunity to place on record its
appreciation of the significant contribution made by the employees for their dedicated
service and firm commitment to the goals & vision of the Company. The Company has
achieved impressive growth through competence, hard work, solidarity, cooperation and
support of employees at all levels. Your Board also wishes to place on record its sincere
appreciation for the whole-hearted support received from the customers, dealers,
distributors, franchisee partners, vendors and other business associates and from the
neighborhood communities of Plant locations. We look forward to continued support of all
these partners in the future.
Your Directors also wish to thank the Government of India, the State
Governments and other regulatory authorities, banks and Shareholders for their cooperation
and support extended to the Company.
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