Dear Shareholders,
Your directors have pleasure in presenting their 38thAnnual Report on the
businesses and operations of your company together with audited statement of accounts for
the year ended on 31st March, 2024.
1. FINANCIAL PERFORMANCE & HIGHLIGHTS:
The Standalone financial statements of the year ended March 31,2024 have been prepared
in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of
the Companies Act,2013 read with Companies (Accounts) Rules,2014.
|
For the year ended on 31.03.2024 |
For the year ended on 31.03.2023 |
|
(Rs. In Lacs) |
(Rs. In Lacs) |
| Total Sales |
9490.90 |
9988.43 |
| Other Income |
0.81 |
2.36 |
| Total Income |
9491.71 |
9990.79 |
| Profit/(Loss) before Interest & Depreciation |
220.91 |
237.87 |
| Interest |
133.60 |
126.84 |
| Profit/(Loss) before depreciation |
87.31 |
111.03 |
| Depreciation |
10.01 |
7.43 |
| Profit/ (Net Loss) before Taxation |
77.30 |
103.60 |
| Provision for Taxation |
5.00 |
8.00 |
| Deferred Tax (Net) |
0.00 |
0.00 |
| Profit/ (Net Loss) after Taxation |
72.30 |
95.60 |
| Balance brought forward from previous year |
61.05 |
(34.55) |
| Profit available for appropriation |
133.35 |
61.05 |
| Balance carried to Balance Sheet |
133.35 |
61.05 |
2. OPERATIONAL REVIEW AND STATE OF COMPANY'S AFFAIR:
The Company is mainly engaged in the business of manufacturing of ERW Steel Tubes. The
financial performance of the company has been declined marginally since the previous
financial year. During the year under review, the sales and other income decreased to
Rs.9490.90 Lacs as compared to Rs. 9988.43 Lacs in the previous year. The profit during
the year is Rs. 72.30 lacs as compared to A profit of Rs. 95.60 lacs in the previous year.
3. AMOUNT TRANSFER TO RESERVES:
In view of the insufficient profits, The Board of Directors does not appropriate any
amount to be transferred to General Reserves during the year under review.
4. DIVIDEND:
The board of directors has not recommended any dividend for the financial year.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EUDCATION AND PROTECTION FUND:
The provision of section 125 (2) of the companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
6. CHANGE IN THE NATURE OF BUSINESS:
In pursuance to Rule 8 (5) of the Companies (Accounts)Rules, 2014, there is no change
in the nature of business in the year under review.
7. MATERIAL CHANGES & COMMITMENTS:
No material changes and commitments affecting the financial position of the company
have occurred between the end of the financial year to which the financial statements
relate and the date of this Board's Report.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
In pursuance to Rule 8 (5) (vii) of the Companies (Accounts)Rules, 2014, No significant
or material orders were passed by the Regulators or courts or tribunals which impact the
going concern status and company's operation in future.
9. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place, adequate internal financial controls as referred in Section
134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2024 the Board is of
the opinion that the Company had sound Internal Financial Controls commensurate with the
size and nature of its operations and are operating effectively and no reportable material
weakness was observed in the system during the year. The internal control framework is
designed to ensure proper safeguarding of assets, maintaining proper accounting records
and providing reliable financial information and other data. This system is reviews by the
management and documented policies, guidelines and procedures. The Company has a
well-defined organizational structure, authority levels, internal rules and guidelines for
conducting business transactions. The Company intends to undertake further measures as
necessary in line with its intent to adhere to the procedures, guidelines and regulations,
as applicable, in transparent manner.
10. DETAILS / FINANCIAL POSITION OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATE COMPANY:
The company does not have any Subsidiary/Associate or Joint Venture.
11. DEPOSITS:
During the year under review, your Company has not accepted any deposit within the
meaning of Section 73 and 74 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31st March,
2024.
12. CAPITAL STRUCTURE:
There was no change in the Company's share capital during the year under audit. The
paid-up equity share capital as on 31st March, 2024 was Rs.44998500. During the
year under review, the company has neither issued shares with differential voting rights,
nor granted stock options and sweat equity. As on March 31, 2024, none of the Directors of
the company hold any convertible instruments of the company.
13. ANNUAL RETURN:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from
time to time, the Annual Return of the Company for Financial Year 2023-24 is available on
the Company's website at web linkhttps://www.rajtube.com
14. PREVENTION OF INSIDER TRADING:
In compliance with the provisions of Securities Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, the Board has adopted a code of conduct to regulate,
monitor and report trading by Designated Persons and code of practices and procedures for
fair disclosure of unpublished price sensitive information to preserve the confidentiality
of price sensitive information to prevent misuse thereof and regulate trading by
designated persons. The code of practices and procedures for fair disclosure of
unpublished price sensitive information is also available on the Company's website,
i.e.,www.rajtube.com
15. COMPLIANCE OF SECRETARIAL STANDARDS:
During the year, the Company has complied with all applicable secretarial standards
issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.
16. DIRECTORS AND KEY MENERGRIAL PERSONNEL:
(i)Retire by Rotation
The Independent Directors hold office for a fixed period of five years from the date of
their appointment and are not liable to retire by rotation. Out of the remaining
Non-Executive/ Non-Independent Directors, in accordance with the provisions of the
Companies Act and the Articles of Association of the Company, Ms. Rajshree Jain (DIN:
06934858) being longest in office retire by rotation and being eligible, offer his
candidature for reappointment as Director.
(ii)Independent Directors and their Declaration of Independence
The Independent Directors have submitted the declaration of independence, as required
under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘the Listing Regulations') as amended from time to time.
The Board is of the opinion that the Independent Directors of the Company hold highest
standards of integrity and possess requisite expertise and experience required to fulfill
their duties as Independent Directors.
In terms of Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014, all the Independent Directors of the Company have already enrolled their names with
the data bank maintained by the Indian
Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of
Corporate Affairs under the relevant rules and submitted the exemption letter from the
online proficiency self-assessment test as prescribed under the said relevant rules.
A formal letter of appointment to Independent Directors as provided in Act has been
issued and the draft of the same is available on website of the Company
viz.www.rajtube.com
(iii)Composition of Board of Director as on 31st March 2024 and changes during the
year
The Board of the Company as on March 31, 2024 consist of 4 directors out of which 2 are
Independent directors, one is Managing Director and One is Non Executive director.
There are changes in composition of Board og directors during the year 2024-2025
| Name of director |
Designation |
Nature of change |
Date of change |
| 1 Mr. Mahendra Kumar Jain |
Non-Executive Independent Director |
cessation |
31st August, 2024 |
| 2 Mr. Anuj Jain |
Non-Executive Independent Director (additional ) |
appointment |
31st August, 2024 |
(iv)Changes in the composition of Key Managerial Personnel (other than Board of
Directors):
Pursuant to the Provisions of Section 203 of the companies Act, 2013 the Key Managerial
Personnel of the company are Mr. Harish Chand Jain (Managing Director) Mr. Pradeep Jain
(Chief Financial Officer) and Ms.Monika Soni (Company Secretary). there is no change in
key managerial personnel during the year
17. FAMILIARIZATION OF INDEPENDENT DIRECTOR:
Your Company has familiarized the Independent Directors, with regard to their roles,
rights, responsibilities, nature of the industry in which your Company operates, the
business model of your Company etc. The Familiarization Programme was imparted to the
Independent Directors during the meetings of the Board of Directors. The Familiarization
Programme for Independent Directors is uploaded on the website of your Company, and is
accessible at:http://rajtube.com/data/FAMILARIZATION %202021.pdf
18. LOAN FROM DIRECTOR:
Your company has taken unsecured loan from Mr. Harish Chand Jain, Managing Director of
the company in earlier years and outstanding balance at the 31st March, 2024 is
Rs.0.45 lacs. Mr. Harish Chand Jain, Managing Director of the company has submitted
declaration to the company that these funds are given of his own funds and not being given
out of borrowed funds or by accepting loans and deposits from others.
19. BOARD EVALUATION:
In terms of the requirements of the Act and Listing Regulations, the Board carried out
the annual performance evaluation of the Board as a whole, Board Committees and the
individual Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning etc. The objective of this
evaluation process is constructive improvement in the effectiveness of Board, maximize its
strengths and tackle weaknesses, if there are any.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role. Independent Directors, in their separate meeting, reviewed and evaluate the
performance of non-independent directors, board as a whole, Managing Director and the
Chairman, taking into account the views of executive directors and non-executive
directors. Performance evaluation of Independent Directors is done by the entire board of
Directors (excluding the directors being evaluated).
20. NOMINATION AND REMUNERATION POLICY:
Matching the needs of the Company and enhancing the competencies of the Board are the
basis for the Nomination and Remuneration Committee to select a candidate for appointment
to the Board. The current policy is to have a balance mix of executive and non-executive
Independent Directors to maintain the Independence of the Board, and separate its function
of governance and management. The Nomination and Remuneration Policy of the Company,
containing selection and remuneration criteria of Directors, senior management personnel
and performance evaluation of Directors/Board/Committees/Chairman.
As at 31 March, 2024, the Board of Directors comprises of 4 Directors out of which 3
are non-executive and 1 is executive including 1 women Director. The number of Independent
Directors is 2, which is one half of the total numbers of Directors. The policy has been
duly approved and adopted by the Board, pursuant to the recommendations of the Nomination,
Remuneration Committee of the Board. The detailed Nomination and Remuneration Policy of
the Company is posted on the website of the
Companyhttp://rajtube.com/data/Nomination%20&%20Remuneration%20%20Policy%20(amended%2001.04
.2019.pdfduring the financial year, no changes were made in the Policy.
21. CODE OF CONDUCT:
The Company has laid down a code of conduct for the members of the Board and senior
management personnel of the Company. The code of conduct has been posted on the Company's
website, i.e.,www.rajtube.com. The code of conduct has been circulated to all the members
of the Board and senior management personnel and they have affirmed their compliance with
the said code of conduct for the financial year ended 31st March, 2024. A declaration to
this effect, signed by Mr. Harish Chand Jain, Managing Director of the Company, is
appended at the end of this report.
22. PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE:
In Compliance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal)
Act, 2013, your Company has constituted an ‘Internal Complaints Committee'
(‘Committee'). The Company has in place a Policy for Prevention of Sexual Harassment
at Workplace as per requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The detailed policy is available at
http://rajtube.com/data/Anti%20Sexual%20harassment%20Policy.pdf.
During the year under review, the Company has not received any complaint pertaining to
sexual harassment.
23. BOARD MEETINGS:
During the financial year 2023-24, following meetings were convened:
Board Meetings
| Date of Board Meeting |
Board's Strength |
No. of Directors Present |
| 1. 27/05/2023 |
4 |
4 |
| 2. 12/08/2023 |
4 |
4 |
| 3. 26/08/2023 |
4 |
4 |
| 4. 10/11/2023 |
4 |
4 |
| 5. 10/02/2024 |
4 |
4 |
Attendance records of the Directors at the Board Meetings during the year ended on 31st
March, 2024 and at the last AGM is as under:
| Name of Directors |
No. of Board Meetings held |
No. of Board Meetings entitle to attend |
No. of Board Meeting attend |
Attendance at last AGM Dated 23/09/2023 |
| Harish Chand Jain |
05 |
05 |
05 |
Yes |
| Rajshree Jain |
05 |
05 |
05 |
Yes |
| Mahendra Kumar Jain |
05 |
05 |
05 |
Yes |
| Chandra Prakash Khunteta |
05 |
05 |
05 |
Yes |
24. COMMITTEES OF THE BOARD:
The Company's governance structure is based on the principles of freedom to the
executive management within a given framework to ensure that the powers vested in the
executive management are exercised with due care and responsibility so as to meet the
expectation of all the stakeholders. In line with these principles and the Companies Act,
2013, the Company has formed following three Committees of Directors which are focused on
financial reporting, audit & internal controls, compliance issues, appointment and
remuneration of Directors and Senior Management Employees and the risk management
framework.
AUDIT COMMITTEE:
The audit committee of the Company is constituted in line with the provisions of
Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 read with Section 177 of the Act. The Audit Committee comprises three (3) Directors
namely Shri Chandra Prakash Khunteta(Chairman), Shri Mahendra Kumar Jain and Smt. Rajshree
Jain as other members. All the members of the committee possess sound knowledge of
Accounts, Audit, Finance, Internal Control etc.
BROAD TERMS OF REFERENCE
The terms of reference of the Audit Committee are in accordance with the provisions of
Section 177 of the Companies Act, 2013 and the Listing Regulations. Its inter-alia
includes the following: a) The recommendation for appointment, remuneration and terms of
appointment of auditors of the company; b) Review and monitor the auditor's independence
and performance, and effectiveness of audit process; c) Examination of the financial
statement and the auditors' report thereon; d) Approval or any subsequent modification of
transactions of the company with related parties; e) Scrutiny of inter-corporate loans and
investments; f) Valuation of undertakings or assets of the company, wherever it is
necessary; g) Evaluation of internal financial controls and risk management systems; h)
Monitoring the end use of funds raised through public offers and related matters.
During the year 2023-24, 5 (Five) meetings of Audit Committee were held and not more
than 120 days lapsed between two consecutive meetings of the Audit Committee. The dates on
which the said meetings were held:
27th May, 2023; 12th August, 2023; 26th august, 2023; 10thNovember,
2023; and 10th February, 2024.
All the Members of the Committee were present at all the meetings.
The Board has accepted all the recommendations made by the Audit Committee during the
year under review.
NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee comprises three (3) Directors namely Shri
Chandra Prakash Khunteta (Chairman), Smt. Rajshree Jain and Shri Mahendra Kumar Jain as
other members.
TERMS OF REFERENCE:
The Committee is empowered to:
a)Formulate criteria for determining qualifications, positive attributes and
independence of Directors and evaluating the performance of the Board of Directors;
b) Identify persons who are qualified to become Directors and who may be appointed in
Senior Management in accordance with the criteria laid down in this policy and to carry
out evaluation of every Director's performance.
c) Recommend to the Board the appointment and removal of Directors and Senior
Management and policy relating to remuneration for Directors, Key Managerial Personnel and
Senior Management.
d) Ensure that level and composition of remuneration is reasonable and sufficient,
relationship of remuneration to performance is clear and meets appropriate performance
benchmarks.
e) Devise a policy on Board diversity.
f) To carry out any other function as is mandated by the Board from time to time and
/or enforced by any statutory notification, amendment or modification, as may be
applicable.
During the Financial year 2023-24 (4) Four meeting of Nomination and Remuneration
Committee were held. The dates on which the said meetings were held: 27th May,
2023; 26th August, 2023; 10thNovember, 2023; and 10th
February, 2024.
All the Members of the Committee were present at all the meetings.
STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is entrusted with the responsibility of
addressing the shareholders / investors complaints with respect to transfer, transmission
of shares, duplicate issuance of share certificate, non-receipt of Annual Report,
non-receipt of dividend etc. The Stakeholders Relationship Committee consists of three
members and all are Non-Executive Directors including the Chairman of the Committee. Mr.
Mahendra Kumar Jain is the Chairman of the Committee.
25. MEETING OF MEMBERS:
The members of the company met once during the financial year 2023-24 on 23th
September, 2023 on Annual General Meeting of the Company in respect of which proper
notices were given and the proceedings were properly recorded, signed and maintained in
the Minutes Book maintained by the Company.
26. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of CSR are not applicable to the company for the Financial Year 2023-24
as the company does not fall under the provisions of Section 135 of the Companies Act,
2013.
27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The company has a vigil mechanism policy to deal with instance of fraud and
mismanagement, if any. The policy has a systematic mechanism for directors and employees
to report concerns about unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct or policy. The detail of the policy is posted on the website of
the company web link for the same is http://rajtube.com/data/blower.pdf
During the year under review, the Company has not received any complaint under this
policy.
28. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES U/S 186:
There is no outstanding loan & guarantee at the year-end as prescribed under
section 186 of the Companies Act, 2013. The company has not made any investment during the
year as prescribed under section 186 of the Companies Act, 2013.The details of investments
held as on 31.03.2024 are given in Financial Statements.
29. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During the financial year ended March 31, 2024, all the contracts or arrangements or
transactions entered into by the Company with the related parties were in the ordinary
course of business and on ‘arm's length' basis and were in compliance with the
applicable provisions of the Companies Act, 2013 read with Regulation 23 of SEBI (LODR),
2015.Further, the Company has not entered into any contract or arrangement or transaction
with the related parties which could be considered material in accordance with the policy
of the Company on materiality of related party transactions.
The Board of Directors of the Company, as per the provisions of Regulation 23 of the
Listing Regulations, has formulated a policy on Material Related Party Transactions. The
said policy is available on the website of the Company i.e. www.rajtube.com. Form No.
AOC-2 which forms part of the Board's Report is annexed herewith as Annexure II.
Details of related party transactions entered into by the Company, in terms of Ind
AS-24 have been disclosed in the notes to the standalone/consolidated financial statements
forming part of this Report & Annual Accounts 2023-24.
30. AUDITORS:
STATUTORY AUDITORS:
M/s Giriraj & Lohiya, Chartered Accountants were appointed as Statutory Auditors of
the Company, to hold office from the conclusion of 35th Annual general Meeting
held on 25th September,2021 until the conclusion of 40th Annual
General Meeting to be held in the year 2026.
AUDITOR'S REPORT:
The Auditor's Report to the members on the accounts of the company for the financial
year ended 31st March,2024does not contain any qualification, reservations or
adverse remarks. The Notes to the Accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any further explanation.
REPORTING OF FRAUD BY AUDITORS:
As specified under Section 143 (12) of Companies Act, 2013 including any statutory
amendments or modifications, if any, the auditor of the company has not reported any fraud
in the course of the performance of his duties as auditor.
COST RECORDS AND COST AUDITOR:
Pursuant to the provisions of Section 148(2) of the Companies Act,2013 read with
Companies (Cost Records and Audit) Rules,2014, the Board of Directors of the company has
on the recommendation of Audit Committee approved the re-appointment of M/s M. Goyal &
Company (Firm Registration No. 000051), Cost Accountants as the Cost Auditors of the
company for the year ending March 31, 2025. The remuneration proposed to be paid to the
Cost Auditor requires ratification in terms of Section 148 read with Rule 14 of the
Companies (Audit & Auditors) Rules, 2014 and is accordingly forms part of the notice
convening the AGM.
SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Ms. Khushbu Kanwar, Company Secretary in Whole Time Practice, to undertake the
Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit
report is annexed to this report as Annexure-III. The Secretarial Audit Report is
self-explanatory and does not contain any qualification, reservation or adverse remark.
31. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
a) CONSERVATION OF ENERGY:
The information pursuant to sub-section 3(m) of section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 is either nil or not applicable. However,
the company is conscious about its responsibility to conserve energy, power and other
energy resources wherever applicable.
b) TECHNOLOGY ABSORPTION:
Your Company has not imported any technology in the year under review.
c) FOREIGN EXCHANGE EARNING & OUTGO:
There was no inflow and outflow of Foreign Exchange during the year.
32. MANAGERIAL REMUNERATION/PARTICULARS OF EMPLOYEES:
A. The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
I.The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
Remuneration paid to Managing Director:
| NAME OF DIRECTORS |
DESIGNATION |
RATIO TO MEDIAN REMUNERATION |
% Increase / (Decrease) in Remuneration |
| Mr. Harish Chand Jain* |
Managing Director |
3.37 |
NIL |
*Based on annualized remuneration excluding sitting fees during the financial year
2023-24.
Non- executive directors are only being paid sitting fees. They do not draw any
remuneration. II. The remuneration of CFO and CS is revised in relevant financial year.
Remuneration paid to KMPs:
| NAME OF KMP |
DESIGNATION |
RATIO TO MEDIAN REMUNERATION |
% Increase / (Decrease) in Remuneration |
| Mr. Pradeep Jain |
CFO |
5.63 |
NIL |
| Ms. Monika Soni |
CS |
1.19 |
NIL |
*Annualized
III.The percentage increase in the median remuneration of employees in the Financial
Year:
| Median Remuneration at the end of F.Y. 2022-23 |
Median Remuneration at the end of F.Y. 2023-24 |
% increase/decrease in the median remuneration of employees |
| 273785 |
213089 |
0.222% |
*While calculating median remuneration, remuneration of only those employees is
considered who were in employment for the complete financial year 2023-24.
IV.The number of permanent employees on the payroll of the company at the end of the
relevant financial year: 20
V.There is no variable component of remuneration availed by directors in the relevant
financial year. VI.The company affirms the remuneration is as per the remuneration policy
of the company. VII.None of the directors of the company (MD or WTD) receives any
commission from company.
VIII. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no
employee who is drawing remuneration in excess of the limits set out in the said rules.
B. Details pursuant to section 197 (12) of the Companies Act,2013 read with the rule 5
(2) of the companies (Appointment and Remuneration of Managerial Personnel) Amendment
Rules, 2016.
| Name |
Age |
Remuneration received (per annum) |
Designation |
Nature Of Employment |
Qualification & Experience |
Commencement of Employment |
Last Employment |
% of equity share |
Whether Relative Of Director s held |
| Saurabh Jain |
40 |
1200000/- |
Marketing manager |
Onroll Employee |
B.COM, 8 Years |
March 2014 |
Unemployed |
11.73 % |
YES, son of Mr. Harish Chand Jain (Managing Director) |
| Pradeep Jain |
43 |
1200000/- |
CFO |
Onroll Employee |
B.COM 7+ Years |
October 2014 |
Unemployed |
4.23% |
YES, son of Mr. Harish Chand Jain (Managing Director) |
| Monika Soni |
35 |
255200 /- |
Company Secretary (appoint w.e.f.04/10 /2022) |
Onroll Employee |
CS, , B.A, 4+ Years |
Oct, 2022 |
employed |
- |
NO |
| Shambh u Dayal Sharma |
52 |
230863/- |
Electrician |
Onroll Employee |
12th, 2 Year |
June 2020 |
Unemployed |
- |
NO |
| Onkarsi ngh |
36 |
216663/- |
Supervisor |
Onroll Employee |
12th, 2 Year |
June 2020 |
Unemployed |
- |
NO |
| Ganga dharver ma |
57 |
221239/- |
Crane operator |
Onroll Employee |
Graduate , 2 Year |
Feb, 2021 |
Unemployed |
- |
NO |
| Ram narayan |
49 |
215780/- |
Accountant |
Onroll Employee |
Graduate , 3 Year |
May 2020 |
Unemployed |
- |
NO |
| Ram kishorey adav |
34 |
211342/- |
Mill Operator IInd |
Onroll Employee |
B.A., 3 Year |
June 2020 |
Unemployed |
- |
NO |
| Sita ram sharma |
43 |
224786/- |
Threading Operator 1st |
Onroll Employee |
B. Com, 3 year |
June 2020 |
Unemployed |
- |
No |
| Hem Singh |
57 |
211436 |
Supervisor |
Onroll Employee |
B. Com, 3 year |
Jan. 2023 |
Unemployed |
|
No |
33. CORPORATE GOVERNANCE:
The company is committed to maintain the highest standard of Corporate Governance and
adhere to the Corporate Governance requirement as set out by SEBI. As regards to the
Corporate Governance Report as specified in Para C of Schedule V of SEBI (Listing
Obligations and disclosure Requirements) Regulations 2015, the same is not applicable to
the Company as the equity share capital of the company is less than Rs. 10 crore and net
worth is less than Rs. 25 crores.
34. MANAGEMENT DISCUSSION AND ANALYSIS:
As required under regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the management discussion and analysis report for the
year under review is enclosed as Annexure-I to this report.
35. MD/CFO CERTIFICATION:
The Managing Director & CFO of your Company have issued necessary certificate
pursuant to the provisions of Regulation 17(8) of the Listing Regulations and the same
forms part of this Annual Report.
36. COMPLIANCE CERTIFICATE:
The Compliance Certificate on the financial statements for the financial year ended
31st March, 2024 is enclosed at the end of this report.
37. RISK MANAGEMENT POLICY:
Pursuant to the requirement of Companies Act, 2013 and of listing regulations, the
company has a robust Enterprise Risk Management framework to identify, evaluate business
risk & opportunities. This framework seeks to create transparency, minimize adverse
impact on the business objectives and enhance the Company's competitive advantage. The
business risk framework defines the risk management approach across the enterprise at
various levels including documentation and reporting. The framework has different risk
models which help in identifying risks trend, exposure and potential impact analysis at a
Company level
38. INSURANCE:
The Property and assets of the Company are adequately financed.
39. DIRECTORS' RESPONSIBILITY STATEMENT:
In Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to
the best of their knowledge and ability, confirm that: a) In the preparation of the annual
accounts for the year ended March 31, 2024, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed with proper
explanation relating to material departures.
b) The Directors have 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, 2024 and of the Profits
of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a ‘going concern' basis;
e) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
40. LISTING OF SHARES:
The shares of the company are listed on the Bombay Stock Exchange Limited. The company
has paid annual listing fees for the financial year 2024-25.
41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016:
During the year under review, there were no applications made or proceedings pending in
the name of the company under the insolvency Bankruptcy Code 2016.
42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from
banks and financial institutions.
43. OTHER DISCLOSURES AND REPORTING:
Your Directors state that no disclosure or reporting is required with respect to the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this report.
3. Any remuneration or commission received by Managing Director of the Company from any
of its subsidiaries: Not Applicable
44. ACKNOWLEDGEMENTS:
Your Directors are grateful to the Government authorities, financial institutions,
bankers, business constituents for their continued co-operation and timely support to the
company.
Your Directors also express their deep appreciation for the devoted services by
workers, staff and executives at all levels of operations in achieving the results for the
year.Industrial relations continued to remain happy and cordial.
| Date: August 31, 2024 |
For and on Behalf of the Board |
| Registered office: |
|
| 28-37, Banke Bihari Industrial Area, |
|
| Jatawali Mod, Maharkala Road, |
|
| Dehra, Teh.: Chomu, Distt. |
|
| Jaipur-303806 |
|
| (RAJSHREE JAIN) |
(HARISH CHAND JAIN) |
| Director |
Managing Director |
| DIN:06934858 |
DIN: 01504391 |
|