To,
The Members,
Your Directors are pleased to present the 30th Annual Report of the Company
along with the Audited Financial Statements for the financial year ended on 31st
March, 2023.
OVERVIEW OF THE ECONOMY:
Global Fire Protection Systems Market Outlook. The global fire protection systems
market size reached approximately USD 76.10 billion in 2023.
The analysis reveals that the global fire safety equipment market is estimated at US$
49 Bn in 2022, which is expected to procure a market value of US$ 91.11 Bn by 2032.
Projected growth rate is 6.4% during the forecast period from 2022 to 2032. The growing
demand for efficient fire safety equipment in automotive, manufacturing, energy and power,
mining, and construction is likely to drive the market considerably in the coming period.
Future demand is highly reliant on the ever toughening regulations concerns fire
hazards and fire safety across buildings in the residential as well as the commercial
sector. Government authorities have made it mandatory for all buildings across the world
to provide efficient firefighting mechanisms. As per the study, the market is projected to
surge 2x from 2022 to 2032.
FINANCIAL SUMMARY:-
The financial highlights are depicted below:
|
|
(Amount in Rs.) |
| Particulars |
31/03/2023 |
31/03/2022 |
| Revenue from operations |
37,72,93,127 |
34,50,21,528 |
| Other Income |
1,91,84,438 |
97,69,113 |
| Total Revenue |
39,64,77,565 |
35,47,90,641 |
| Expenditure |
37,01,53,148 |
32,66,55,005 |
| Profit / (Loss) before Finance Cost, Depreciation |
2,63,24,417 |
2,81,35,636 |
| & Amortization and Tax Expenses |
|
|
| Finance Cost |
1,49,52,255 |
1,98,15,507 |
| Depreciation & Amortization |
15,09,691 |
16,92,142 |
| Profit Before Tax |
98,62,471 |
66,27,987 |
| Less: Taxation |
|
|
| Current Tax |
27,74,207 |
17,02,147 |
| Deferred Tax |
(28,290) |
(38,415) |
| Total Tax (i+ii) |
27,45,917 |
16,63,732 |
| Profit after Tax |
71,16,554 |
49,64,255 |
| Earning Per Equity Share: |
|
|
| Basic |
1.08 |
0.75 |
| Diluted |
1.08 |
0.75 |
Note: The above figures are extracted from the financial statements.
FINANCIAL HIGHLIGHTS AND OPERATIONAL PERFORMANCE:-
The Key highlights pertaining to the business of the Company for the year 2022-23 and
period subsequent there to have been given hereunder:
The Total revenue from operations of the Company during the Financial year 2022-23 was
higher at Rs.37,72,93,127/- against the total revenue of Rs.34,50,21,528/- in
the previous financial year 2021-22.
The Total expenses of the Company during the financial year 2022-23 was Rs.37,01,53,148/-
against the expenses of Rs. 32,66,55,005/- in the previous financial year
2021-22.
The Profit after tax is Rs.71,16,554/- for the financial year 2022-23 as compare
to Rs.49,64,255/- in the previous financial year 2021-22.
SHARE CAPITAL:-
The Authorized Share Capital of the Company as on 31st March, 2023 was Rs.
10,00,00,000/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity Shares of
Rs.10/- each.
The Authorised Share Capital of the Company was increased from Rs. 6,70,00,000/-
(Rupees Six Crore Seventy Lacs) divided into 67,00,000 (sixty seven lacs) equity shares of
Rs. 10/- each to Rs. 10,00,00,000/- (Ten Crores) divided into 1,00,00,000 (One Crore)
Equity Shares of Rs.10/- each vide shareholders' approval in the Extra Ordinary General
Meeting held on 24th December, 2022.
The Paid up Share capital of the Company as on 31st March, 2023 was Rs.
6,59,99,800/- (Rupees Six Crore Fifty Nine Lacs Ninety Nine Thousand Eight Hundred Only)
divided into 65,99,980 (Sixty Five Lac Ninety Nine Thousand Nine Hundred and Eighty)
equity shares of Rs.10 each.
DIVIDEND:-
With a view to provide a cushion for any financial contingencies in the future and to
strengthen the financial position of the Company, your Directors have decided not to
recommend any dividend for the period under review.
RESERVES:-
During the current financial year (2022-23) our Company's net profit was Rs.
71,16,554 /- as against the profit of Rs. 49,64,255/- in P.Y. 2021-22, Your
Directors have transferred whole amount of Profit Rs. 71,16,554/-to Reserve to
strengthen the financial position of the Company in nearest future.
SUBSIDIARY AND JOINT VENTURE COMPANY:
The Company did not have any subsidiary or joint venture company during the year under
review.
CHANGE IN NATURE OF BUSINESS:
No changes have been made in the nature of business carried out by the Company during
the financial year 202223.
MAINTAINANCE OF COST RECORDS:
The Company is not required to maintain cost records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013.
APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
In accordance with the provisions of Section 152(6) of the Companies Act and Articles
of Association, Mr. DevarshibhaiRakeshbhai (DIN: 00356752) Director of the Company, shall
retire by rotation and being eligible offers himself for re-appointment at the ensuing
Annual General Meeting of the Company.Further during the year under review no changes
occurred in the composition of Board and Key Managerial Personnel of the Company.
MEETINGS OF THE BOARD OF DIRECTORS:-
The Management is completely focused for the growth and expansion of the Company, it is
busy developing new horizons for increasing overall performance. It is further working
towards reducing costs by making optimum utilization of resources.
The Board met 6times during the year on 30th May, 2022, 21st
July, 2022, 6th September, 2022, 14th November, 2022 and 29th
November, 2022and 6th February, 2023 in respect of which proper notices were
given and the proceedings were properly recorded, signed and maintained in the Minutes
book kept by the Company for the purpose. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.
| Name of Directors |
Category |
Number of Meetings Attended / Total Meetings held during the year
202223 |
Attendance at the last AGM held on 30th September, 2022 |
| Mr. Rakesh V. Swadia |
Chairman and Managing Director |
6/6 |
Yes |
| Mr. Devarshi R. Swadia |
Whole Time Director |
6/6 |
Yes |
| Mrs. Nitaben R. Swadia |
Non-Executive Director |
6/6 |
Yes |
| Mr. Bhavinkumar O. Kachhchhava |
Independent Director |
6/6 |
Yes |
| Mr. KunalSudhirbhai Shah |
Independent Director |
6/6 |
Yes |
MEETING OF MEMBERS:
During the year under review, the Company called and convened the Annual General
Meeting on 30thSeptember, 2022 and an Extra Ordinary General Meeting on 24th
December, 2022.
COMMITTEES MEETING:
As on 31st March, 2023 the Board had three committees i.e. Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee. All the
Committees are properly constituted with proper composition of Independent Directors as
mentioned in relevant provisions of Companies Act, 2013.
A. AUDIT COMMITTEE AND ITS MEETINGS:
Audit Committee met 2 times during the year under review on 30th May, 2022,
14th November, 2022 and 29th November, 2022.
Constitution of Audit Committee was as per the following:
| Sr. No. |
Name of the Director |
Status in Committee |
Nature of Directorship |
Total Meetings Attended/ Total Meetings Held |
| 1. |
Kunal Sudhirbhai Shah(DIN: 08177662) |
Chairman |
Independent & Non-Executive Director |
3/3 |
| 2. |
Rakesh VallabhbhaiSwadia (DIN:00356657) |
Member |
Non-Executive Director |
3/3 |
| 3. |
Bhavinkumar O. Kachhchhava (DIN: 08837036) |
Member |
Independent & Non-Executive Director |
3/3 |
B. NOMINATION & REMUNERATION COMMITTEE AND ITS MEETINGS:
Nomination & Remuneration Committee met once during the year under review on 30th
May, 2022 Constitution of Nomination & Remuneration Committee was as per the
following:
| Sr. No. |
Name of the Director |
Status in Committee |
Nature of Directorship |
Total Meetings Attended/ Total Meetings Held |
| 1. |
Mr. Kunal Sudhirbhai Shah |
Chairperson |
Independent & Non-Executive Director |
1/1 |
| 2. |
Bhavinkumar O. Kachhchhava |
Member |
Non-Executive Director |
1/1 |
| 3. |
Mrs. Nitaben RakeshSwadia |
Member |
Independent & Non-Executive Director |
1/1 |
C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:
Stakeholders Relationship Committee met 4 times during the year under review on 30th
May, 2022, 21st July, 2022, 14th November, 2022 and 6th February, 2023.
Constitution of Stakeholders Relationship Committee was as per the following:
| Sr. No. |
Name of the Director |
Status in Committee |
Nature of Directorship |
Total Meetings Attended/ Total Meetings Held |
| 1. |
Mr. Kunal Sudhirbhai Shah |
Chairman |
Independent & Non-Executive Director |
4/4 |
| 2. |
Mr. Rakesh VallabhbhaiSwadia |
Member |
Non-Executive Director |
4/4 |
| 3. |
Bhavinkumar O. Kachhchhava |
Member |
Independent & Non-Executive Director |
4/4 |
OTHER INFORMATION RELATED TO BOARD COMMITTEES:
| Name of the Committee |
Composition of the Committee |
Highlights of duties, responsibilities and activities |
| Audit Committee (This disclosure is as per Section |
Kunal Sudhirbhai Shah (DIN: 08177662) Rakesh Vallabhbhai Swadia (DIN:00356657) |
• All recommendations made by the Audit Committee were accepted by the Board. |
| 177(8) of the Companies Act, 2013) |
Bhavinkumar O. Kachhchhava (DIN: 08837036) |
• In accordance with the requirements of the Companies Act, 2013, the Company has
formulated the policies including the Vigil Mechanism Policy. |
| Nomination and Remuneration Committee |
Kunal Sudhirbhai Shah (DIN: 08177662) Nitaben Rakesh Swadia (DIN: 00356722)
Bhavinkumar O. Kachhchhava (DIN: 08837036) |
• The Committee overseas and administers executive compensation, operating under
a written charter adopted by our Board of Directors. |
| Stakeholders Relationship |
Kunal Sudhirbhai Shah (DIN: 08177662) Rakesh Vallabhbhai Swadia (DIN: 00356657) |
• The Committee reviews and ensures to redress investor grievances. |
| Committee |
Bhavinkumar O. Kachhchhava (DIN: 08837036) |
• The Committee noted that all the grievances of the shareholders during the year
have been resolved. |
INDEPENDENT DIRECTORS' MEETING:
As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent
Director was held on 6thFebruary, 2023 at registered office of the company
situated at Ahmedabad to discuss the agenda items as required under the Companies Act,
2013.
DECLARATION BY INDEPENDENT DIRECTORS:
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under 149(6) of the Companies
Act, 2013 read with Rules issued there under as well as Regulation 16(1) (b) of the
Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the
time being in force.)
NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a Policy for selection, appointment and remuneration of Directors and Key
Managerial Personnel, including criteria for determining qualifications, positive
attributes and independence of Directors.
The Nomination and Remuneration Policy has been uploaded on the website of the Company
atwww.ranjeet.co.in.
STATE OF COMPANY AFFAIRS:
The state of your Company's affairs is given under the heading 'Financial Highlights
and Operational Performance' and various other headings in this Report and the Management
Discussion and Analysis, which forms part of the Annual Report.
PARTICULARS OF EMPLOYEES:-
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule
5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 during the financial year 2022-23.
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 is given in the Statement annexed herewith as Annexure I.
DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013,
it is hereby confirmed:
• That in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
• That the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and the profit or loss of the Company for the period ended 31.03.2023.
• That the Directors 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 the Directors had prepared the annual accounts on a going concern basis.
• 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.
• 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.
BOARD EVALUATION:
The Companies Act, 2013 states that the formal annual evaluation needs to be made by
Board of its own performance and that of its Committees and individual Directors, Schedule
IV of the Companies Act, 2013 states that performance evaluation of the Independent
Directors shall be done by the entire Board of Directors, excluding the director being
evaluated.
The evaluation of all the Directors and the entire Board was conducted based on the
criteria and framework adopted by the Board. The Board approved the evaluation results as
allotted by the Nomination and remuneration committee. The Companies Act, 2013 states that
the formal annual evaluation needs to be made by board of its own performance.
AUDITORS' AND AUDITORS' REPORT- STATUTORY AUDITOR
M/s Philip Fernandes & Co., Chartered Accountants, (Firm Registration No: 128122W),
were appointed as the Statutory Auditors of the Company for a consecutive period of 4
years from 27th AGM till the conclusion of 31st AGM subject to ratification at each AGM.
The requirement to place the matter relating to appointment of auditors for
ratification by Members at every AGM has been done away by the Companies (Amendment) Act,
2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for
ratification of appointment of statutory auditors at the ensuing AGM and a note in respect
of same has been included in the Notice for this AGM. The Statutory Auditors have
confirmed that they satisfy the independence criteria as required under the Act.
There is no qualification, reservation, adverse remark or disclaimer by the Statutory
Auditors in their report and hence no explanation or comments of the Board is required in
this matter.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
appointed Ms. RiddhiKhaneja and Associates, Company Secretaries, Ahmedabad, to undertake
the Secretarial Audit of the Company's Secretarial and related records for the year ended
on 31st March, 2023. Secretarial Audit Report for FY 2022-23 is enclosed as Annexure
- II to this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) of
the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS:-
The Company's internal control systems are adequate and commensurate with the nature
and size of the Company and it ensures:
• Timely and accurate financial reporting in accordance with applicable accounting
standards.
• Optimum utilization, efficient monitoring, timely maintenance and safety of its
assets.
• Compliance with applicable laws, regulations and management policies.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extracts of Annual return in form MGT-9, as required
under Section 92 of the Companies Act, 2013 is included in this Report as Annexure IV and
forms integral part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis is set out
in this Annual Report as Annexure III.
DEPOSITS:-
The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies
Act, 2013 during the period.
PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:-
The Company has not given any loans or guarantees during the year under review within
the purview of Section 186 of the Companies Act, 2013. The details of the investments made
by Company are given in the notes to investments in the financial statements.
PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:-
The Company has not entered into any material contract or arrangements with related
parties referred to in subsection (1) of section 188 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATE
AND THE DATE OF THE REPORT:-
No Material changes occurred affecting the financial position of the company occurred
between the ends of the financial year to which this Financial Statement relate and the
date of the Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals that would impact the going concern status and
Company's operation in future.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:-
The Company has zero tolerance towards sexual harassment at the workplace and further
itensures that there is a healthy and safe atmosphere for every women employee at the
workplace and made the necessary policies for safe and secure environment for women
employee.
RISK MANAGEMENT:
The Company's approach to addressing business risks is comprehensive and includes
periodic review of such risks and a framework for mitigating controls and reporting
mechanism of such risks. The risk management framework is reviewed periodically by the
Board and the Audit Committee.
Some of the risks that the Company is exposed to are: Financial Risks, Commodity Price
Risk, Regulatory Risk, Human resource Risk, Strategic Risk, etc.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-
The Company has pride in the commitment, competence and dedication shown by its
employees in all areas of business. The Company has a structured induction process at
allocations and management development programs to upgrade skills of managers.
The Company is committed to nurturing, enhancing and retaining top talent through
superior learning & Organizational Development. This is a part of Corporate HR
function and is a critical pillar to support the organization's growth and its
sustainability in the long run.
HEALTH, SAFETY AND ENVIRONMENT:-
The Company is taking continuous steps and also developing environment friendly
processes for effective resource management with specific focus to energy, water and basic
raw materials. Monitoring and specific review of system regarding health, safety and
environment is done on a continuous basis with emphasis and focus given to safety at
workplace.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
i. Conservation of Energy:
a) Company ensures that the manufacturing operations are conducted in the manner
whereby optimum utilization and maximum possible savings of energy is achieved.
b) No specific investment has been made in reduction in energy consumption.
c) As the impact of measures taken for conservation and optimum utilization of energy
are not quantitative, its impact on cost cannot be stated accurately.
d) Since the Company does not fall under the list of industries, which should furnish
this information in Form-A as annexed to the aforesaid Rules, the question of furnishing
the same does not arise.
ii. Technology Absorption:
Company's products are manufactured by using in-house know how and no outside
technology is being used for manufacturing activities. Therefore no technology absorption
is required.
iii. Foreign Exchange Earning and Outgo:
During the period under review the foreign exchange earnings and outflow was as
follows:
| Year 2022-23 |
Amount in Rs |
| Foreign Earnings |
Nil |
| Foreign Outflow |
Nil |
CORPORATE GOVERNANCE:
Details regarding Corporate Governance Report of the Company , this is to inform you
that Regulation 27(2) as per Clause 15 of the Chapter IV of SEBI (LODR) Regulation, 2015
is not applicable as the Company is listed on the BSE- SME platform since 26th
September, 2018. Whenever this regulation becomes applicable to the Company at a later
date, we will comply with the requirements of those regulations within six months from the
date on which the provisions become applicable to our Company.
CORPORATE SOCIAL RESPONSIBILITY:-
Section 135 of the Companies Act, 2013 and framed Rules there under provides that
certain Companies are required to spend 2% of its average net profit during 3 preceding
years on CSR activities. It also provides formation of CSR committee of the Board. The
Rules prescribe the activities qualify under CSR and the manner of spending the amount.
The company is not covered under section 135 of the Companies Act, 2013 and the Rules
framed there under for the financial year under report. CSR Committee of the Board will be
constituted at the time of applicability, of section 135 of the Act. Hence CSR report is
not required to be annexed.
INSIDER TRADING REGULATIONS:
The Company has notified and adopted the Code of Prevention of Insider Trading and Fair
Disclosure of Unpublished Price Sensitive Information made pursuant to SEBI (Prohibition
of Insider Trading) Regulations, 2015. The said Codes are published on the website of the
Company. The Company has suitably amended the aforesaid Codes to align them with the
amendments introduced by SEBI, w.e.f. 1st April, 2019.
VIGIL MECHANISM:
The Company promotes ethical behavior in all its business activities and has put in
place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil
mechanism and Whistle Blower Policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. Employees may also
report to the Chairman of the Audit Committee. During the year under review, no employee
was denied access to the Audit Committee. Whistle blower policy of the Company has been
uploaded on the website of the Company.
DETAILS OF APPLICATION MADE OR PROCEEDINGS 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 and Bankruptcy Code, 2016.
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 loan taken from
Banks and Financial Institutions.
APPRECIATION:-
Your Directors wish to convey their gratitude and place on record their appreciation
for all the employees at all levels for their hard work, solidarity, cooperation and
dedication during the year.
Your Directors sincerely convey their appreciation to customers, shareholders, vendors,
bankers, business associates, regulatory and government authorities for their continued
support.
|
By Order of the Board of Directors |
|
RANJEET MECHATRONICS LIMITED |
|
Sd/- |
| Date: 13/11/2023 |
Rakesh V. Swadia |
| Place: Ahmedabad |
DIN:00356657 |
|
Chairman and Managing Director |
|