Rudra Global Infra Products Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors are delighted to present Fifteenth Annual Report on the business and operations of your Company together
with the Audited Financial Statement of the company for the financial year ended March 31, 2025.

1. FINANCIAL PERFORMANCE.

A summary of the Company''s Financial Results for the Financial Year 2024-25 is as under:

RESULTS

Standalone

March 31,2025 March 31,2024

Consolidated

March 31,2025 March 31,2024

Total Revenues

56127.56

55703.62

56127.56

55703.62

Total Expenditure except Dep. & Financial Cost

52320.48

51453.40

52320.58

51454.29

Profit before Depreciation, Financial Cost & Tax

3807.08

4250.22

3806.98

4249.33

Less: Depreciation and Amortization

550.88

578.87

551.02

579.01

Profit before Financial Cost & Tax

3256.21

3671.35

3255.96

3670.32

Less: Financial Cost

1615.07

1567.26

1615.12

1567.36

Profit/(Loss) before Exceptional Items and Tax

1641.14

2104.09

1640.84

2102.97

Exceptional Items

(9.37)

(82.55)

(9.37)

(82.55)

Profit/ (Loss) Before Tax

1631.76

2186.63

1631.47

2185.51

Less: Taxation

(492.97)

(109.41)

(492.97)

(109.41)

Profit after tax for the year

1138.80

2077.22

1138.50

2076.10

2. RESULTS OF OPERATIONS;

During the financial year 2024-25, the total revenue of the company increased by 0.76% over the previous year. At
Standalone level, the Total Revenue of the Company Rs. 56127.56 during the year under review as compared to
revenue of Rs. 55703.62 Lakhs in the previous financial year. The Net Profit for year of Rs. 1138.80 Lakhs as against
Net profit of Rs. 2077.22 Lakhs in the previous year;

3. DIVIDEND;

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for
the Financial Year 2024-25.

4. TRANSFER TO RESERVES;

During the financial year 2024-25, the Company propose to be kept Rs. 1132.44 Lakhs in the Retained Earning of
Other Equity.

5. SHARE CAPITAL;

Authorised Capital

The Authorised Share Capital of the Company is Rs. 51,00,00,000/- which consists of equity share capital of
10,20,00,000 equity shares of Rs. 5/- each.

Paid up Capital

The Paid up Share Capital of the Company is Rs. 50,17,19,140/- which consists of equity share capital of 10,03,43,828
equity shares of Rs. 5/- each

Under review, the Company had not issued any shares without or with differential voting rights nor had granted any
stock options or sweat equity. As on March 31, 2025, none of the Directors of the Company hold instruments
convertible into equity shares of the Company.

6. LISTING OF SHARES;

All the equity shares of Company are listed on the BSE Limited, 25th Floor, P.J. Towers, Dalai Street, Mumbai - 400
001 and listing fees for the year 2024-25 has been paid.

7. DEMATERIALIZATION OF SHARES;

The Company executed Tripartite Agreement dated June 16, 2015 with the depositories, national Securities
Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For
the purpose, the company has appointed KFin Technologies Ltd as a Registrar and Share Transfer Agent.

8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS.

The Management has taken various measures to control the cost and to increase the turnover and profitability and
are hopeful, barring unforeseen circumstances, to achieve better results.

We are excited to share that, as part of our expansion strategy, we successfully completed trial runs of our new
rolling mill in December 2022. This upgrade has doubled our TMT Bar manufacturing capacity from 1.2 lakh tons to
2.4 lakh tons per annum. As a result, we have not only boosted production but also achieved a substantial increase in
both turnover and profitability.

9. CORPORATE GOVERNANCE;

Detailed Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate
Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
herewith as an "Annexure-I".

10. DEPOSITS;

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and read
with Companies (Acceptance of Deposits) Rules, 2014.

11. DIRECTOR''S RESPONSIBILITY STATEMENT;

To the best of their knowledge, belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013;

a) In the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have
been followed and that no material departures have been made from the same.

b) They 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 at the end of the
financial year and of the statement of profit and loss of the company for the financial year.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and
operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems
are adequate and operating effectively.

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Report on
Management Discussion and Analysis Report is annexed herewith as an "Annexure-ll".

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO;

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as
an "Annexure-lll" to this Report.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES;

In accordance with the requirements of Section 135 of Companies Act, 2013, the Company has constituted a
Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social
Responsibility Committee is provided in the Corporate Governance Report forming part of this report and marked as

"Annexure-I".

The Company has also formulated a Corporate Social Responsibility Policy. Annual report on CSR activities as required
under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure-IV" to this
Report.

14. BOARD EVALUATION;

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;
o 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.

o 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.

o The board and the nomination and remuneration committee 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.

o In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors,
performance of the board as a whole and performance of the chairman, taking into account the views of executive
directors and non-executive directors. Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.

15. CHANGE IN NATURE OF BUSINESS.

There is no change in nature of business of the Company during the year under review but your boards of directors
are delighted to inform you that, the Company has expanded its products.

16. EXTRACT OF ANNUAL RETURN;

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at
https://www.rudratmx.com/.

17. SIGNIFICANT AND MATERIAL ORDERS;

There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern
status and company''s operations in future.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON MARCH 31. 2025:

Sr. No.

Name of Director

Designation

1.

Mr. Ashok Kumar Gupta

Chairman and Director

2.

Mrs. Shamarani Gupta

Woman Director

3.

Mr. Sahil Ashok Gupta

Managing Director

4.

Mr. Vinodkumar Jangid

Independent Director

5.

Mr. Parth Paragbhai Vora

Independent Director

6.

Mr. Manav Pardeep Gupta*

Independent Director

7.

Mr. VivekTyagi

Chief Executive Officer (CEO)

8.

Mr. Vimal Dattani

Company Secretary

9,

Mr. Baiju Prakashbhai Patel

Chief Financial Officer (CFO)

? During the year under review, Mr. Manav Pardeep Gupta has been appointed as an Independent Director of
the w.e.f. September 30, 2024.

? Mr. Anish Rajendrakumar Gupta has tender his resignation from the post of Independent Director of the
Company w.e.f. January 25, 2025

19. MEETING OF THE BOARD AND AUDIT COMMITTEE;

The details of the number of Board and Audit Committee Meetings of your Company are set out in the Corporate
Governance Report which forms part of this report. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT,
2013;

During the year under review, the Company has complied with the provisions of Section 186 of the Companies Act,
2013 in respect of loans, guarantees and investments. The details of such loans, guarantees and investments as
required under Section 186(4) of the Act are disclosed in the notes to the financial statements forming part of this
Annual Report.

21. STATUTORY AUDITORS AND AUDITOR''S REPORT;

The Company''s existing Statutory Auditors, M/s. S. D. P. M. & Co. (Formerly Known as Sunil Dad and Co.), Chartered
Accountants, were re-appointed by the Members at the 14th AGM for a second term of five consecutive years from
conclusion of the 14th AGM until the conclusion of the 19th AGM of the Company to be held for FY 2028-29.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has
been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

During the year under review, the Statutory Auditors of the Company have not reported any instance of fraud
committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

COST AUDITOR

M/s. Mitesh Suvagiya & Co., Cost Accountants has carried out the cost audit for applicable business during the year.
The Board of Directors has appointed
M/s. Mitesh Suvagiya & Co., Cost Accountants Rajkot for the financial year
2024-25.

Company has Maintained Cost record and conducted cost audit as specified by Central Government under Section
148 (1) of Companies Act, 2013.

Your Directors have re-appointed M/s. Mitesh Suvagiya & Co, Cost Accountants, as Cost Auditors of your Company to
conduct cost audit for the FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the
remuneration payable to the Cost Auditors for FY26 is provided in the Notice forming part of this Annual Report.
SECRETARIAL AUDITORS AND REPORT;

Pursuant to provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed Mr. Nandish S. Dave a

whole time Company Secretary in practice having Membership No. A37176 and COP No. 13946, to undertake the
Secretarial Audit of the Company.

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report.
The Secretarial Audit report is annexed herewith as "Annexure-V (A)". The Report contain following Remarks;

Company has not appointed Internal Auditor for 2024-25 as per provision of Companies Act.

Further, as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
necessary amendments thereto, every listed entity and it''s material unlisted subsidiaries incorporated in India is
required to submit Annual Secretarial Compliance Report to the concern stock exchange within 60 days from the
closure of respective financial year regarding the status of compliances done by the listed entity as prescribed under
SEBI (LODR) Regulations, 2015. Same has been annexed herewith as "Annexure-V (B)"

Further, your directors have approved appointment of M/s. N S Dave and Associates, Company Secretaries as
Secretarial Auditor of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30 at a
remuneration as may be determined by the Members of the Company pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

22. TRANSACTIONS WITH RELATED PARTIES;

The related party transactions have been disclosed in the financial statements as required under Ind-As, Related Party
Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Further, Contracts or arrangements made with related parties as defined under Section 188 of the Companies Act,
2013 during the year under review mentioned in AOC-2 enclosed as an "Annexure-VM" forming part of this report.

Note: As per Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018
(Amendment) the company has also filed the Related Party Transactions on the consolidated basis with the stock
exchange for the half year ended on September 30, 2024 and March 31, 2025 and the same will be accessible on the
website of the stock exchange i.e. www.bseindia.com and on the website of the company
www.rudratmx.com.

23. MATERIAL CHANGES AND COMMITMENTS.

There are no changes in commitments affecting the financial position of the company which have occurred between
the end of the financial year of the company to which the financial statement relates and the date of this report.

24. INVESTOR COMPLAINTS AND COMPLIANCE.

All the investor complaints are duly resolved and as on date no complaints are pending. The details regarding investor
complaints are given under the corporate governance report forming part of this report.

25. INTERNAL CONTROL;

The Company has set up adequate internal controls to ensure operational efficiency, safety of assets and efficient
financial management. The Audit Committee of the Board reviews the internal controls and audit reports regularly.
There is a Managing Committee consisting of senior functional heads and the Managing Director that meets
periodically to review overall operations of the Company.

26. RISK MANAGEMENT POLICY;

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk
management Policy of the Company. The Company is committed to identifying and managing risk in a manner
appropriate to achieve its objectives.

This Policy intends to cover concerns that could have serious impacts on the operational and financial performance of
the Company. The scope of the policy is to identify, assess and treat the risks associated with the Company and
building framework and risk management programs, reviewing of the effectiveness of such programs and collectively
to achieve the target of the Company.

27. WHISTLE BLOWER POLICY;

The Company has adopted Vigil Mechanism/ Whistle Blower Policy. The details of the Whistle Blower Policy of your
Company are set out in the Corporate Governance Report which forms part of this report.

28. PREVENTION OF INSIDER TRADING;

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and designated employees of the Company. The details of the Code of Conduct for
Prevention of Insider Trading are set out in the Corporate Governance Report which forms part of this report.

The company has approved and adopted new set of policies on Disclosure of Unpublished Price Sensitive Information
and hosted the same on the website of company i.e. on
www.rudratmx.com.

29. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);

Our manufacturing sites and raw material locations in factory have implemented environmental management
systems certified ISO 14001. The Raw Material Division has a formal Quality, Environment and Occupational Health
and Safety (QEHSM) management system. Reviews and audits are conducted at fixed intervals to achieve continual
improvement. In case of a breach in environmental norms, the incident is investigated to establish the root cause and
implement corrective actions to ensure it is not repeated.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDERESSAL) ACT, 2013;

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention,
prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the
financial year 2024-25, the Company has not received any complaints on sexual harassment.

31. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE YEAR;

Company has one subsidiary as on March 31, 2025. There is no associates company and Joint Venture Company
within meaning of Section 2 (6) of the Companies Act, 2013.

RUDRA AEROSPACE & DEFENCE PRIVATE LIMITED.

It was incorporated in the month of November-2017, engaged in the business of production of Investment precision
Casting Products. It is the eighth year and the company is under project implementation. Statement on Subsidiary in
Form AOC-1 is annexed as "Annexure-VI".

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS;

All the transactions carried out with Non Executive directors are mentioned in Audit Report under the head of Related
Party Transactions as well as in AOC-2 Annexed to this report;

33. PARTICULARS OF REMUNERATION;

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees
forms part of Corporate Governance Report of this Annual Report.

34. PARTICULARS OF EMPLOYEES;

The ratio of the remuneration of each whole-time director/Managing Director to the median of employees''
remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure-XI".

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect employees of the Company, will be provided upon
request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others
entitled thereto, excluding the information on employees'' particulars which is available for inspection by the

members at the Registered office of the company during business hours on working days of the company up to the
date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write
to the company secretary in advance.

There is no employee in the Company in receipt of remuneration aggregating more than Rs. One Crore Two Lakh
Rupees per annum being employed throughout the financial year and Rs. Eight Lakh Fifty Thousand or more per
month being employed for part of the year.

35. DIVIDEND DISTRIBUTION POLICY;

It is not applicable to Company as out Company did not fall under the Top 1000 Listed Company as per Market Cap.

36. MATERNITY BENEFIT ACT DISCLOSURE;

"During the year under review, no complaint or case was reported under the Maternity Benefit Act, 1961. The
Company continues to provide a safe and supportive working environment for all women employees, in compliance
with applicable laws."

37. ACKNOWLEDGEMENTS;

Your directors place on record their appreciation for co-operation and support extended by the Banks, Shareholders,
RTA and Traders for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and
enthusiastic effort displayed by them during the year.

Date:- September 03, 2025 By behalf of the Board of Directors

Place:- Bhavnagar Rudra Global Infra Products Limited

Ashokkumar Gupta Sahil Gupta

Chairman & Director Managing Director

DIN:-00175862 DIN: 02941599


Mar 31, 2024

Your Directors are delighted to present Fourteenth Annual Report on the business and operations of your Company together with the Audited Financial Statement of the company for the financial year ended March 31, 2024.

1. FINANCIAL PERFORMANCE;

A summary of the Company''s Financial Results for the Financial Year 2023-24 is as under:

(Rs in Lakhs)

RESULTS

Standalone

Consolidated

March 31,2024

March 31,2023

March 31,2024 March 31,2023

Total Revenues

55703.62

45194.95

55703.62

45194.94

Total Expenditure except Dep. & Financial Cost

51453.40

42054.79

51454.29

42055.59

Profit before Depreciation, Financial Cost & Tax

4250.22

3140.16

4249.33

3139.35

Less: Depreciation and Amortization

578.87

527.68

579.01

527.82

Profit before Financial Cost & Tax

3671.35

2612.48

3670.32

2611.53

Less: Financial Cost

1567.26

1462.61

1567.36

1462.61

Profit/(Loss) before Exceptional Items and Tax

2104.09

1149.87

2102.97

1148.92

Exceptional Items

(82.55)

(226.75)

(82.55)

(227.26)

Profit/ (Loss) Before Tax

2186.63

1376.62

2185.51

1376.18

Less: Taxation

109.41

(11.83)

109.41

(11.83)

Profit after tax for the year

2077.22

1388.45

2076.10

1388.01

2. RESULTS OF OPERATIONS;

During the financial year 2023-24, the total revenue of the company increased by 23.11% over the previous year. At Standalone level, the Total Revenue of the Company Rs. 55703.62 during the year under review as compared to revenue of Rs. 45194.95 Lakh in the previous financial year. The Net Profit for year of Rs. 2077.22 Lakh as against Net profitof Rs. 1388.45 Lakh in the previous year;

3. DIVIDEND;

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2023-24.

4. TRANSFER TO RESERVES;

During the financial year 2023-24, the Company propose to be kept Rs. 5297.46 Lakh in the Retained Earning of Other Equity.

5. SHARE CAPITAL;

The paid up share capital of the company as on March 31, 2024 stood at Rs. 5017.19 Lakh. During the year.

Share Splitting and Issuance of Bonus

4- Members of the Company in their meeting held on September 30, 2023 have been accorded their consent for the sub-division of each of the equity share of the Company having face value of Rs. 10/- each into two equity shares of face value of Rs. 5/- each with effect from the October 18, 2023 (record date).

4- Members of the Company in their meeting held on September 30, 2023 have been accorded their consent for issuance of fully paid-up Bonus Shares in the proportion of (1:1) one new equity share for every one existing equity share and same has been allotted on October 19, 2023 hence Pre and post Paid up share capital of the company is as follow;

Pre-Allotment

Post Allotment

(Paid up share Capital)

(Paid up share Capital)

5,01,71,914 equity shares of Rs. 5/- each, amounting to

10,03,43,828 equity shares of Rs. 5/- each, amounting

Rs. 25,08,59,570/-.

to Rs. 50,17,19,140/-.

Under review, the Company had not issued any shares with differential voting rights nor had granted any stock options or sweat equity. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

6. LISTING OF SHARES;

All the equity shares of Company are listed on the BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai - 400 001 and listing fees for the year 2023-24 has been paid.

7. DEMATERIALIZATION OF SHARES;

The Company executed Tripartite Agreement dated June 16, 2015 with the depositories, national Securities Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For the purpose, the company has appointed KFin Technologies Ltd as a Registrar and Share Transfer Agent.

8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS;

The Management has taken various measures to control the cost and to increase the turnover and profitability and are hopeful, barring unforeseen circumstances, to achieve better results.

We are excited to share that, as part of our expansion strategy, we successfully completed trial runs of our new rolling mill in December 2022. This upgrade has doubled our TMT Bar manufacturing capacity from 1.2 lakh tons to 2.4 lakh tons per annum. As a result, we have not only boosted production but also achieved a substantial increase in both turnover and profitability.

9. CORPORATE GOVERNANCE;

Detailed Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as an "Annexure-I".

10. DEPOSITS;

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and read with Companies (Acceptance of Deposits) Rules, 2014.

11. DIRECTOR''S RESPONSIBILITY STATEMENT;

To the best of their knowledge, belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) They 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 at the end of the financial year and of the statement of profit and loss of the company for the financial year.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Report on Management Discussion and Analysis Report is annexed herewith as an "Annexure-II".

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO;

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as an "Annexure-III" to this Report.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;

In accordance with the requirements of Section 135 of Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report forming part of this report and marked as "Annexure-I".

The Company has also formulated a Corporate Social Responsibility Policy. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure-IV" to this Report.

14. BOARD EVALUATION;

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

o 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.

o 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.

o The board and the nomination and remuneration committee 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.

o In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

15. CHANGE IN NATURE OF BUSINESS;

There is no change in nature of business of the Company during the year under review but your boards of directors are delighted to inform you that, the Company has expanded its products.

16. EXTRACT OF ANNUAL RETURN;

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.rudratmx.com/.

17. SIGNIFICANT AND MATERIAL ORDERS;

There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

18.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON MARCH 31, 2024;

Sr. No.

Name of Director

Designation

1.

Mr. Ashok Kumar Gupta

Chairman and Director

2.

Mrs. Shamarani Gupta

Woman Director

3.

Mr. Sahil Ashok Gupta

Managing Director

4.

Mr. Vinodkumar Jangid

Independent Director

5.

Mr. Parth Paragbhai Vora

Independent Director

6.

Mr. Anish Rajendrakumar Gupta

Independent Director

6.

Mr. Vivek Tyagi

Chief Executive Officer (CEO)

7.

Mr. Vimal Dattani

Company Secretary

8.

Mr. Baiju Prakashbhai Patel*

Chief Financial Officer (CFO)

During the year under review, Baiju Prakashbhai Patel has been appointed as a Chief Financial officer of the w.e.f. February 14, 2024.

Mr. Mayur Nagar has tender his resignation from the post of Chief Financial Officer of the Company w.e.f. January 08, 2024

19. MEETING OF THE BOARD AND AUDIT COMMITTEE;

The details of the number of Board and Audit Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013;

During year under review, Particulars of Loan, Guarantees or investment made under section 186 of the Companies Act, 2013 is mentioned in balance Sheet of the Company.

21. STATUTORY AUDITORS AND AUDITOR''S REPORT;

The Company''s existing Statutory Auditors, M/s. S. D. P. M. & Co. (Formerly Known as Sunil Dad and Co.), Chartered Accountants, were appointed by the Members at the 09th Annual General Meeting (AGM) of the Company, for a period of 5 years, to hold office until the conclusion of the 14th AGM to be held for FY 2023-24. The period under review was the fifth year of the audit by M/s. S. D. P. M. & Co. in the Company.

The Board of Directors at its meeting held on September 04, 2024 has recommended re-appointment of M/s. S. D. P. M. & Co. as Statutory Auditors of the Company for a second term of five consecutive years from conclusion of the 14th AGM until the conclusion of the 19th AGM of the Company to be held for FY 2028-29.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COST AUDITOR

M/s. Mitesh Suvagiya & Co., Cost Accountants has carried out the cost audit for applicable business during the year. The Board of Directors has appointed M/s. Mitesh Suvagiya & Co., Cost Accountants Rajkot for the financial year 2024-25.

Company has Maintained Cost record and conducted cost audit as specified by Central Government under Section 148 (1) of Companies Act, 2013.

SECRETARIAL AUDITORS AND REPORT;

Pursuant to provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Nandish S. Dave a whole time Company Secretary in practice having Membership No. A37176 and COP No. 13946, to undertake the Secretarial Audit of the Company.

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report. The Secretarial Audit report is annexed herewith as "Annexure-V (A)". The Report contain following Remarks;

1) Company has not appointed Internal Auditor for 2023-24 as per provision of Companies Act.

Further, as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and necessary amendments thereto, every listed entity and it''s material unlisted subsidiaries incorporated in India is required to submit Annual Secretarial Compliance Report to the concern stock exchange within 60 days from the closure of respective financial year regarding the status of compliances done by the listed entity as prescribed under SEBI (LODR) Regulations, 2015. Same has been annexed herewith as "Annexure-V (B)"

22. TRANSACTIONS WITH RELATED PARTIES;

The related party transactions have been disclosed in the financial statements as required under Ind-As, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Further, Contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review mentioned in AOC-2 enclosed as an "Annexure-VII" forming part of this report.

Note: As per Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 (Amendment) the company has also filed the Related Party Transactions on the consolidated basis with the stock exchange for the half year ended on September 30, 2023 and March 31, 2024 and the same will be accessible on the website of the stock exchange i.e. www.bseindia.com and on the website of the company www.rudratmx.com.

23. MATERIAL CHANGES AND COMMITMENTS;

There are no changes in commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

24. INVESTOR COMPLAINTS AND COMPLIANCE;

All the investor complaints are duly resolved and as on date no complaints are pending. The details regarding investor complaints are given under the corporate governance report forming part of this report.

25. INTERNAL CONTROL;

The Company has set up adequate internal controls to ensure operational efficiency, safety of assets and efficient financial management. The Audit Committee of the Board reviews the internal controls and audit reports regularly. There is a Managing Committee consisting of senior functional heads and the Managing Director that meets periodically to review overall operations of the Company.

26. RISK MANAGEMENT POLICY;

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company is committed to identifying and managing risk in a manner appropriate to achieve its objectives.

This Policy intends to cover concerns that could have serious impacts on the operational and financial performance of the Company. The scope of the policy is to identify, assess and treat the risks associated with the Company and building framework and risk management programs, reviewing of the effectiveness of such programs and collectively to achieve the target of the Company.

27. WHISTLE BLOWER POLICY;

The Company has adopted Vigil Mechanism/ Whistle Blower Policy. The details of the Whistle Blower Policy of your Company are set out in the Corporate Governance Report which forms part of this report.

28. PREVENTION OF INSIDER TRADING;

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Code of Conduct for Prevention of Insider Trading are set out in the Corporate Governance Report which forms part of this report.

The company has approved and adopted new set of policies on Disclosure of Unpublished Price Sensitive Information and hosted the same on the website of company i.e. on www.rudratmx.com.

29. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);

Our manufacturing sites and raw material locations in factory have implemented environmental management systems certified ISO 14001. The Raw Material Division has a formal Quality, Environment and Occupational Health and Safety (QEHSM) management system. Reviews and audits are conducted at fixed intervals to achieve continual improvement. In case of a breach in environmental norms, the incident is investigated to establish the root cause and implement corrective actions to ensure it is not repeated.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDERESSAL) ACT, 2013;

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2023-24, the Company has not received any complaints on sexual harassment.

31. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;

Company has one subsidiary as on March 31, 2024. There is no associates company and Joint Venture Company within meaning of Section 2 (6) of the Companies Act, 2013.

RUDRA AEROSPACE & DEFENCE PRIVATE LIMITED.

It was incorporated in the month of November-2017, engaged in the business of production of Investment precision Casting Products. It is the eighth year and the company is under project implementation. Statement on Subsidiary in Form AOC-1 is annexed as "Annexure-VI".

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS;

All the transactions carried out with Non Executive directors are mentioned in Audit Report under the head of Related Party Transactions as well as in AOC-2 Annexed to this report;

33. PARTICULARS OF REMUNERATION;

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

34. PARTICULARS OF EMPLOYEES;

The ratio of the remuneration of each whole-time director/Managing Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure-XI".

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

There is no employee in the Company in receipt of remuneration aggregating more than Rs. One Crore Two Lakh Rupees per annum being employed throughout the financial year and Rs. Eight Lakh Fifty Thousand or more per month being employed for part of the year.

35. ACKNOWLEDGEMENTS;

Your directors place on record their appreciation for co-operation and support extended by the Banks, Shareholders, RTA and Traders for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and enthusiastic effort displayed by them during the year.


Mar 31, 2023

The Directors are delighted to present Thirteenth Annual Report on the business and operations of your Company together with the Audited Financial Statement of the company for the financial year ended March 31, 2023.

1. FINANCIAL PERFORMANCE;

A summary of the Company''s Financial Results for the Financial Year 2022-23 is as under:

(Rs in Lakhs)

RESULTS

March 31, 2023

March 31, 2022

March 31, 2023

March 31, 2022

Total Revenues

45194.95

35096.01

45194.94

35096.01

Total Expenditure except Dep. & Financial Cost

42054.79

32075.27

42055.59

32075.94

Profit before Depreciation, Financial Cost & Tax

3140.16

3020.74

3139.35

3020.07

Less: Depreciation and Amortization

527.68

551.34

527.82

551.54

Profit before Financial Cost & Tax

2612.48

2469.40

2611.53

2468.53

Less: Financial Cost

1462.61

1645.00

1462.61

1644.99

Profit/(Loss) before Exceptional Items and Tax

1149.87

824.40

1148.92

823.54

Exceptional Items

(226.75)

-

(227.26)

-

Profit/ (Loss) Before Tax

1376.62

824.40

1376.18

823.54

Less: Taxation

(11.83)

(19.80)

(11.83)

(19.79)

Profit after tax for the year

1388.45

844.20

1388.01

843.33

2. RESULTS OF OPERATIONS;

During the financial year 2022-23, the total revenue of the company increased by 28.76% over the previous year. At Standalone level, the Total Revenue of the Company Rs. 45194.95 Lakh during the year under review as compared to revenue of Rs. 35096.01 Lakh in the previous financial year. The Net Profit for year of Rs. 1388.45 Lakh as against Net profit of Rs. 844.20 Lakh in the previous year;

3. DIVIDEND;

To conserve resources for future prospect and growth of the Company, your Directors regret to declare Dividend for the Financial Year 2022-23.

4. TRANSFER TO RESERVES;

During the financial year 2022-23, the Company propose to be kept Rs. 1442.82 Lakh in the Retained Earning of Other Equity.

5. SHARE CAPITAL;

The paid up share capital of the company as on March 31, 2023 stood at Rs. 2508.59 Lakh. During the year under review, the Company had not issued any shares with differential voting rights nor had granted any stock options or sweat equity. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

6. LISTING OF SHARES;

All the equity shares of Company are listed on the BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai - 400 001 and listing fees for the year 2022-23 has been paid.

7. DEMATERIALIZATION OF SHARES;

The Company executed Tripartite Agreement dated June 16, 2015 with the depositories, national Securities Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For the purpose, the company has appointed Karvy Computershare Pvt. Ltd (Currently Known as: - KFin Technologies Ltd) as a Registrar and Share Transfer Agent.

8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS;

The Management has taken various measures to control the cost and to increase the turnover and profitability and are hopeful, barring unforeseen circumstances, to achieve better results.

Directors are Pleasure to inform that, in the recent expansion, the company successfully conducted trial runs of the new rolling mill across all product sizes. This led to a doubling of TMT Bars'' manufacturing capacity, from 1.2 lakh tons to 2.4 lakh tons per annum. As a direct result, the company can achieve higher production and realize a significant increase in turnover and profitability of the Company.

9. CORPORATE GOVERNANCE;

Detailed Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as an "Annexure-I".

10. DEPOSITS;

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and read with Companies (Acceptance of Deposits) Rules, 2014.

11. DIRECTOR''S RESPONSIBILITY STATEMENT;

To the best of their knowledge, belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year 2022-23, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) They 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 at the end of the financial year and of the statement of profit and loss of the company for the financial year.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Report on Management Discussion and Analysis Report is annexed herewith as an "Annexure-II".

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO;

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as an "Annexure-III" to this Report.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;

In accordance with the requirements of Section 135 of Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report forming part of this report and marked as "Annexure-I".

The Company has also formulated a Corporate Social Responsibility Policy. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure-IV" to this Report.

14. BOARD EVALUATION;

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

o 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.

o 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.

o The board and the nomination and remuneration committee 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. o In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and nonexecutive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

15. CHANGE IN NATURE OF BUSINESS;

There is no change in nature of business of the Company during the year under review but your boards of directors are delighted to inform you that, the Company has expanded its products.

16. EXTRACT OF ANNUAL RETURN;

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https://www.rudratmx.com/.

17. SIGNIFICANT AND MATERIAL ORDERS;

There is no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON MARCH 31, 2023;

Sr. No.

Name of Director

Designation

1.

Mr. Ashok Kumar Gupta

Chairman and Director

2.

Mrs. Shamarani Gupta

Woman Director

3.

Mr. Sahil Ashok Gupta

Managing Director

4.

Mr. Vinodkumar Jangid

Independent Director

5.

Mr. Parth Paragbhai Vora

Independent Director

6.

Mr. Anish Rajendrakumar Gupta

Independent Director

6.

Mr. Vivek Tyagi

Chief Executive Officer (CEO)

7.

Mr. Vimal Dattani

Company Secretary

8.

Mr. Mayur Nagar

Chief Financial Officer (CFO)

19. MEETING OF THE BOARD AND AUDIT COMMITTEE;

The details of the number of Board and Audit Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013;

During year under review, Particulars of Loan, Guarantees or investment made under section 186 of the Companies Act, 2013 is mentioned in balance Sheet of the Company.

21. STATUTORY AUDITORS AND AUDITOR''S REPORT;

Auditor''s Report for FY 2022-23 signed by M/s. S. D. P. M. & Co. (Formerly Known as Sunil Dad and Co.), Chartered Accountants (Firm Registration No. 126741W) Auditor of the Company who was appointed in 9th Annual General Meeting for five financial Years starting from 2019-20 to 2023-24.

As per the Companies Act, 2013 and amendment made thereon, the provisions regarding ratification of auditors at every annual general meeting has been dispense with.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COST AUDITOR

M/s. Mitesh Suvagiya & Co., Cost Accountants has carried out the cost audit for applicable business during the year. The Board of Directors has appointed M/s. Mitesh Suvagiya & Co., Cost Accountants Rajkot for the financial year 2023-24.

Company has Maintained Cost record and conducted cost audit as specified by Central Government under Section 148 (1) of Companies Act, 2013.

SECRETARIAL AUDITORS AND REPORT;

Pursuant to provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Nandish S. Dave a whole time Company Secretary in practice having Membership No. A37176 and COP No. 13946, to undertake the Secretarial Audit of the Company.

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report. The Secretarial Audit report is annexed herewith as "Annexure-V (A)". The Report contain following Remarks;

1) Company has not appointed Internal Auditor for 2022-23 as per provision of Companies Act.

Further, as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and necessary amendments thereto, every listed entity and it''s material unlisted subsidiaries incorporated in India is required to submit Annual Secretarial Compliance Report to the concern stock exchange within 60 days from the closure of respective financial year regarding the status of compliances done by the listed entity as prescribed under SEBI (LODR) Regulations, 2015. Same has been annexed herewith as "Annexure-V (B)"

22. TRANSACTIONS WITH RELATED PARTIES;

The related party transactions have been disclosed in the financial statements as required under Ind-As, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Further, Contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review mentioned in AOC-2 enclosed as an "Annexure-VII" forming part of this report.

Note: As per Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 (Amendment) the company has also filed the Related Party Transactions on the consolidated basis with the stock exchange for the half year ended on September 30, 2022 and March 31, 2023 and the same will be accessible on the website of the stock exchange i.e. www.bseindia.com and on the website of the company www.rudratmx.com.

23. MATERIAL CHANGES AND COMMITMENTS;

There are no changes in commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

24. INVESTOR COMPLAINTS AND COMPLIANCE;

All the investor complaints are duly resolved and as on date no complaints are pending. The details regarding investor complaints are given under the corporate governance report forming part of this report.

25. INTERNAL CONTROL;

The Company has set up adequate internal controls to ensure operational efficiency, safety of assets and efficient financial management. The Audit Committee of the Board reviews the internal controls and audit reports regularly. There is a Managing Committee consisting of senior functional heads and the Managing Director that meets periodically to review overall operations of the Company.

26. RISK MANAGEMENT POLICY;

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company is committed to identifying and managing risk in a manner appropriate to achieve its objectives.

This Policy intends to cover concerns that could have serious impacts on the operational and financial performance of the Company. The scope of the policy is to identify, assess and treat the risks associated with the Company and building framework and risk management programs, reviewing of the effectiveness of such programs and collectively to achieve the target of the Company.

27. WHISTLE BLOWER POLICY;

The Company has adopted Vigil Mechanism/ Whistle Blower Policy. The details of the Whistle Blower Policy of your Company are set out in the Corporate Governance Report which forms part of this report.

28. PREVENTION OF INSIDER TRADING;

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Code of Conduct for Prevention of Insider Trading are set out in the Corporate Governance Report which forms part of this report.

The company has approved and adopted new set of policies on Disclosure of Unpublished Price Sensitive Information which is effective from April 01, 2019 and hosted the same on the website of company i.e. on www.rudratmx.com.

29. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);

Our manufacturing sites and raw material locations in factory have implemented environmental management systems certified ISO 14001. The Raw Material Division has a formal Quality, Environment and Occupational Health and Safety (QEHSM) management system. Reviews and audits are conducted at fixed intervals to achieve continual improvement. In case of a breach in environmental norms, the incident is investigated to establish the root cause and implement corrective actions to ensure it is not repeated.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDERESSAL) ACT, 2013;

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2022-23, the Company has not received any complaints on sexual harassment.

31. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;

Company has one subsidiary as on March 31, 2022. There is no associates company and Joint Venture Company within meaning of Section 2 (6) of the Companies Act, 2013.

RUDRA AEROSPACE & DEFENCE PRIVATE LIMITED.

It was incorporated in the month of November-2017, engaged in the business of production of Investment precision Casting Products. It is the fifth year and the company is under project implementation. Statement on Subsidiary in Form AOC-1 is annexed as "Annexure-VI".

32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS;

All the transactions carried out with Non Executive directors are mentioned in Audit Report under the head of Related Party Transactions as well as in AOC-2 Annexed to this report;

33. PARTICULARS OF REMUNERATION;

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

34. PARTICULARS OF EMPLOYEES;

The ratio of the remuneration of each whole-time director/Managing Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure-XI".

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

There is no employee in the Company in receipt of remuneration aggregating more than Rs. One Crore Two Lakh Rupees per annum being employed throughout the financial year and Rs. Eight Lakh Fifty Thousand or more per month being employed for part of the year.

35. ACKNOWLEDGEMENTS;

Your directors place on record their appreciation for co-operation and support extended by the Banks, Shareholders, RTA and Traders for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and enthusiastic effort displayed by them during the year.


Mar 31, 2018

To,

The Members

Rudra Global Infra Products Limited

The Directors are delighted to present Eighth Annual Report on the business and operations of your Company together with the Audited Financial Statement of the company for the financial year ended March 31, 2018.

1. FINANCIAL PERFORMANCE;

A summary of the Company’s Financial Results for the Financial Year 2017 -18 is as under:

Rs. In Lakh

RESULTS

For the year ended 31st March, 2018

For the year ended 31st March, 2017

Revenue from operation

38,839.52

26,432.40

Total Expenditure except Dep. & Financial Cost

35,939.91

24,492.27

Profit before Depreciation, Financial Cost & Tax

2,899.61

1,940.13

Depreciation and Amortization

452.03

408.57

Profit before Financial Cost & Tax

2,447.58

1,531.56

Financial Cost

681.05

641.57

Profit before Tax

1,766.53

889.99

Less: Taxation

657.75

315.86

Profit for the year

1,108.78

574.13

Balance brought forward from previous year

1,274.80

700.67

Profit available for Appropriations

2,383.58

1,274.80

Appropriations:

- Dividend on equity shares

240.88

-

- Dividend distribution tax

49.04

-

Surplus carried to Balance Sheet

2,093.66

1,274.80

2. RESULTS OF OPERATIONS

During the financial year 2017-18, your company reported growth in revenue from operation of 46.94 % over the previous year. At Standalone level, the Revenue from operation stood at Rs. 388.39 Crores during the year under review as compared to revenue of Rs. 264.32 Crores in the previous financial year. The Net Profit for year the stood at Rs. 11.09 Crores as against Rs. 5.74 Crores in the previous year.

3. DIVIDEND

Your Directors, in their meeting held on May 30, 2018, have recommended a final dividend 10% i.e. Rs. 1 per equity share of face value of Rs. 10 each aggregating to Rs. 240.88 Lakh.

4. TRANSFER TO RESERVES

During the financial year 2017-18, the Company does not propose to transfer amount to the General Reserve out of amount available for appropriation and an amount of Rs 2093.65 Lakh is proposed to be retained in the profit & Loss account.

5. SHARE CAPITAL

The paid up share capital of the company as on March 31, 2018 stood at Rs. 24.09 Crores. During the year under review, company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

6. LISTING OF SHARES

The equity shares of Company are listed on the BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai -400 001 and listing fees for the year 2017-18 has been paid.

Migration:-

The Company had made application for Migration from SME Platform of BSE Limited to Main Board of BSE Limited and the application of the Company were approved by the stock exchange and the Equity Shares of the Company are available for the trading at Main Board of BSE Limited w.e. f. Tuesday, December 5, 2017.

7. DEMATERIALIZATION OF SHARES

The Company has entered into Tripartite Agreement dated June 16, 2015 with the depositories, national Securities Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For the purpose, the company has appointed Karvy Computershare Pvt. Ltd, as its registra r and Share Transfer Agent.

8. MATERIAL CHANGES AND COMMITMENTS;

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the fina ncial statement relates and the date of this report.

9. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS;

The Directors have taken various measures to control the cost and to increase the turnover and profitability and are hopeful, barring unforeseen circumstances, to achieve better results.

10. CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed herewith as “Annexure-I”

11. DEPOSITS;

Your Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

12. DIRECTOR’S RESPONSIBILITY STATEMENT;

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) They 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 at the end of the financial year and of the statement of profit and loss of the company for the financial year.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT;

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requiremen t) Regulation, 2015, Report on Management Discussion and Analysis Report is annexed herewith as “ Annexure- II”.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO;

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as ‘Annexure III’ to this Report.

15. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;

In accordance with the requirements of Section 135 of Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report.

The Company has also formulated a Corporate Social Responsibility Policy. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as ‘Annexure-IV’ to this Report.

16. BOARD EVALUATION;

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The detail for the same and manner in which the evaluation has been carried out is mentioned in the Corporate Governance Report.

17. CHANGE IN NATURE OF BUSINESS;

There is no change in nature of business of the Company during the year under review.

Alteration in Object Clause after the end of the Financial Year:-

Members of the Company have given their consent for Alteration in Object Clause through Postal Ballot and Same was approved by Registrar of Companies Gujarat on May 28, 2018.

18. EXTRACT OF ANNUAL RETURN;

The extracts of Annual Return in Form MGT-9, pursuant to the provisions of Section 92 (3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished herewith as “Annexure V” and is attached to this Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL;

Sr. N .

Name of Direct Dr

Designation

1.

Mr. Ashok Kumar Gupta

Chairman and Director

2.

Mrs. Shamarani Gupta

Woman Director

3.

Mr. Nikhil Gupta

Managing Director

4.

Mr. Vikram Shah

Independent Director

5.

Mr. Himanshu Desai

Independent Director

6.

Mr. Vinodkumar Jangid

Independent Director

7.

Mr. Arvind Jejurikar

Chief Financial Officer (CFO)

8.

Mr. Vimal Dattani

Company Secretary

In accordance with the provisions of section 152 of the Companies Act, 2013 and the AOA of the Company Mr. Nikhil Ashokkumar Gupta (DIN:-01069514), director retiring by rotation in the ensuing Annual General Meeting, being eligible offered himself for the reappointment.

Note:-

a.) Mr. Vinodkumar Jangid appointed as an Additional Independent Director on June 30, 2017 and in 7th Annual General Meeting held on September 25, 2017 his appointment was confirmed and regularized as a Director.

b.) Mr. Nikhil Gupta has been Re-Appointed as a Managing Director for five years w.e.f May 16, 2018 by Members through Postal Ballot.

20. SIGNIFICANT AND MATERIAL ORDERS;

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

21. MEETING OF THE BOARD AND AUDIT COMMITTEE;

The details of the number of Board and Audit Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013;

During year under review, Particulars of Loan, Guarantees or investment made under section 186 of the Companies Act, 2013 is mentioned in balance Sheet of the Company.

23. STATUTORY AUDITORS AND AUDITOR’S REPORT;

Pursuant to Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. P. D. Goplani & Associates, Chartered Accountants (Firm Registration No. 118023W ) were appointed in 4th Annual General Meeting for five financial Year starting from 2014-15 to 2018-19, subject to ratification of their appointment at every Annual General meeting, if required under law. Accordingly, necessary resolution for ratification of the appointment of audi tors is included in the notice for this Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

COST AUDITOR

M/s Mihir Vyas & Associates, Cost Accountants carried out the cost audit for applicable business during the year. The Board of Directors has appointed M/s. Mihir Vyas & Associates, Cost Accountants for the financial year 2018-19.

Company has Maintained Cost record and conducted cost audit as specified by Central Government under Section 148 (1) of Companies Act, 2013.

24. SECRETARIAL AUDITORS AND REPORT;

Pursuant to provision of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr.Nandish S. Dave a whole time Company Secretary in practice having Membership No. 13946, to undertake the Secretarial Audit of the Company.

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report. The Secretarial Audit report is annexed herewith as “Annexure VI” The Report doesn’t contain any qualification.

There are no disqualifications, reservations or adverse remarks or disclaimers in the reports of Secretarial Auditors that requires clarification or explanations.

25. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL;

Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under the Companies Act, 2013 read with Schedule and Rules made there under, The Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfill the criteria of independence.

26. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT;

The details of the Code of Conduct for Directors and Senior Management of your Company are set out in the Corporate Governance Report which forms part of this report.

27. TRANSACTIONS WITH RELATED PARTIES;

The related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES;

There were contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review enclosed the AOC- 2 as an ‘Annexure VIII’.

29. RELATIONSHIP BETWEEN DIRECTORS INTER-SE;

Directors are related to each other within the meaning of the term “relative” as per Section 2(77) of the Companies Act, 2013 in following manner.

Sr. No.

Name of Director

Designation

Relation with Directors

1.

Mr. Ashok Kumar Gupta

Chairman & Director

Father of Nikhil Gupta Husband of Mrs. Shamarani Gupta

2.

Mrs. Shamarani Gupta

Woman Director

Wife of Ashok Kumar Gupta Mother of Nikhil Gupta

3.

Mr. Nikhil Gupta

Managing Director

Son of Ashok Kumar Gupta and Shamarani Gupta

4.

Mr. Vikram Shah

Independent Director

Not related to any Director

5.

Mr. Himanshu Desai

Independent Director

Not related to any Director

6.

Mr.VinodkumarJangid

Independent Director

Not related to any Director

30. INVESTOR COMPLAINTS AND COMPLIANCE;

All the investor complaints are duly resolved and as on date no complaints are pending.

31. INTERNAL CONTROL;

The Company has set up adequate internal controls to ensure operational efficiency, safety of assets and efficient financial management. The Audit Committee of the Board reviews the internal controls and audit reports regularly. There is a Managing Committee consisting of senior functional heads and the Managing Director that meets periodically to review overall operations of the Company.

32. RISK MANAGEMENT POLICY;

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company is committed to identifying and managing risk in a manner appropriate to achieve its objectives.

This Policy intends to cover concerns that could have serious impacts on the operational and financial performance of the Company. The scope of the policy is to identify, assess and treat the risks associated with the Company and building framework and risk management programs, reviewing of the effectiveness of such programs and collectively to achieve the target of the Company.

33. WHISTLE BLOWER POLICY;

The Company has adopted Vigil Mechanism/ Whistle Blower Policy.

The details of the Whistle Blower Policy of your Company are set out in the Corporate Governance Report which forms part of this report.

34. PREVENTION OF INSIDER TRADING;

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The details of the Code of Conduct for Prevention of Insider Trading are set out in the Corporate Governance Report which forms part of this report.

35. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);

Our manufacturing sites and raw material locations in factory have implemented environmental management systems certified to ISO 14001. The Raw Material Division has a formal Quality, Environment and Occupational Health and Safety (QEHSM) management system. Reviews and audits are conducted at fixed intervals to achieve continual improvement. In case of a breach in environmental norms, the incident is investigated to establish the root cause and implement corrective actions to ensure it is not repeated.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDERESSAL) ACT, 2013;

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2017-18, the Company has not received any complaints on sexual harassment.

37. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;

Company has one subsidiary as on March 31, 2018. There is no associates company and Joint Venture Company within meaning of Section 2 (6) of the Companies Act, 2013. Enclosed the AOC-1 as an “Annexure VII”

RUDRA AEROSPACE & DEFENCE PRIVATE LIMITED.

It was incorporated in the month of November-2017, engaged in the business of production of Investment precision Casting Products. It is the first year and the company is under project implementation.

38. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS;

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

39. PARTICULARS OF REMUNERATION;

The policy on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of Corporate Governance Report of this Annual Report.

40. PARTICULARS OF EMPLOYEE;

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

There is no employee in the Company in receipt of remuneration aggregating more than Rs.60,00,000 per annum being employed throughout the financial year and Rs.5,00,000 or more per month being employed for part of the year.

41. ACKNOWLEDGEMENTS;

Your directors place on record their appreciation for co-operation and support extended by the Banks, SEBI, Shareholders, Bankers to the Issue, RTA and Traders for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors

RUDRA GLOBAL INFRA PRODUCTS LIMITED

Ashokkumar Gupta Nikhil Gupta

Place:- Bhavnagar Chairman & Director Managing Director

Date:- August 31, 2018 DIN:-00175862 DIN:- 01069514


Mar 31, 2016

To

The Members

M.D. INDUCTO CAST LIMITED

The Directors are delighted to present Sixth Annual Report on the business and operations of your Company together with the Audited Financial Statement of the company for the financial year ended 31st March, 2016.

1. FINANCIAL PERFORMANCE

(Rs. In Lacs)

RESULTS

For the year ended 31st March, 2016

For the year ended 31st March, 2015

Sales of products less excise duty

27,984.19

33,176.49

Other operation income

90.02

155.69

Total revenue

28,074.21

33,332.18

Total Expenditure except Dep. & Financial Cost

26,088.10

31,341.38

Profit before Depreciation, Financial Cost & Tax

1,986.11

1,990.80

Depreciation and Amortization

(501.41)

(428.22)

Profit before Financial Cost & Tax

1,484.70

1,562.58

Financial Cost

(601.16)

(744.82)

Profit before Tax

883.54

817.76

Less: Taxation

291.36

236.37

Profit for the year

592.18

581.39

Balance brought forward from previous year

1,108.49

527.10

Profit available for Appropriations

1,700.67

1,108.49

Appropriations:

- Bonus share issued

1,000.00

Nil

Surplus carried to Balance Sheet

700.67

1,108.49

2. RESULTS OF OPERATIONS

During the financial year 2015-16, Company has achieved total Revenue net of excise duty of Rs. 279.84 Crores as compared to revenue of Rs. 331.76 Crores during the previous financial year ended March, 2015. The operating profit (profit after tax) increased by 1.86 % to Rs. 592.18 Lac in financial year 2015-16 as compared to Rs. 581.39 Lac during the previous year. Actually, sales of the Company have increased it tonnage terms by 1.75%. However, since the prices of steel have plummeted by about 20% during F.Y. 2015-16 world-wide, the turnover in INR terms appears to have gone down.

3. DIVIDEND

The Company does not recommend any dividend for the year ended 31st March, 2016.

4. TRANSFER TO RESERVES

During the financial year 2015-16, Company has utilized Rs.100.00 Lacs for bonus shares issued and remaining balancing amount of Rs.700.67 Lacs is proposed to be retained in the profit & Loss account.

5. SHARE CAPITAL

The paid up share capital of the company as on 31st March, 2016 was Rs. 24.24 Crores.

Bonus Share Issues:

Pursuant to provisions of Section 39 (4), 63 and other applicable provisions of Companies Act, 2013 read with rule 12 of the Companies (Prospectus and Allotment of Securities), Rules, 2014, the Companies (Share Capital and Debentures) Rule, 2014 and other applicable Rules. Company had issued and allotted 1,00,00,000 (one Crores) equity share of Rs. 10/- (Ten) each to its existing shareholder in proportion to 5 equity shares for 2 equity shares in the meeting of members held on 16th May, 2015.

Preferential Share Issues:

During the year under review company issued 37,03,704 Equity shares of Rs. 27/- each fully paid up at a premium of Rs. 17/- per Equity Shares on preferential basis on dated 22nd May, 2015 to member of the company.

Public Issues:

During the year under review your Company has came up with Public Issue of 63,84,000 Equity Shares of Rs. 27 each (Face Value Rs. 10) including share premium of Rs. 17 per equity share aggregating of Rs. 17,23,68,000/- it was oversubscribed by 1.64 times and got listed on 16th July, 2015 on the SME Platform of the BSE Limited.

6. LISTING OF SHARES

The equity shares of Company are listed on the SME Platform of BSE Limited, 25th Floor, P.J. Towers, Dalal Street, Mumbai - 400 001 and listing fees for the year 2015-16 has been paid.

7. DEMATERIALIZATION OF SHARES

During the period under review, the Company has entered into Tripartite Agreement dated 16th June, 2015 with the depositories, national Securities Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For the purpose, the company has appointed Karvy Computershare Pvt. Ltd, as its registrar and Share Transfer Agent.

8. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statement relates and the date of this report.

9. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The Directors have taken various measures to control the cost and to increase the turnover and profitability and are hopeful, barring unforeseen circumstances, to achieve better results.

10. CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed herewith as "Annexure-I"

11. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

12. DIRECTOR''S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) They 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 at the end of the financial year and of the statement of profit and loss of the company for the financial year.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

13. AUDITORS, SECRETARIAL AUDITORS REPORT AND COST AUDITORS

There are no disqualifications, reservations or adverse remarks or disclaimers in the reports of Auditor, Secretarial Auditors and Cost Auditors.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, Report on Management Discussion and Analysis Report is annexed herewith as "Annexure- II".

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as ''Annexure III'' to this Report.

16. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with the requirements of Section 135 of Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report.

The Company has also formulated a Corporate Social Responsibility Policy. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as ''Annexure-IV'' to this Report.

17. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The manner in which the evaluation has been carried out is mentioned in the Corporate Governance Report.

18. CHANGE IN NATURE OF BUSNIESS

There is no change in nature of business of the Company during the year under review.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2015-16, Mr. Himanshu Desai and Vikram Shah were appointed as independent directors of the Company for a term of 5 years not liable to retire by rotation in the Extra ordinary General Meeting held on 16.05.2015.

Mr. Vimal Dattani appointed as Company Secretary and Compliance Officer of the Company with effect from 26.05.2015.

Mr. Arvind Jejurikar, Chief Financial Officer of the Company.

In accordance with the provisions of section 152 of the Companies Act, 2013 and the AOA of the Company Mr. Ashok Kumar Gupta, director retiring by rotation in the ensuing Annual General Meeting being eligible offered himself for the reappointment.

20. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

21. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return in Form MGT-9, pursuant to the provisions of Section 92 (3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished herewith as "Annexure V" and is attached to this Report.

22. MEETING OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee Meetings of your Company are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During year under review, Particulars of Loan, Guarantees or investment made under section 186 of the Companies Act, 2013 is mentioned in balance Sheet of the Company.

24. STATUTORY AUDITORS AND AUDITOR''S REPORT

At the 4thAnnual General Meeting held on 30th September, 2014, M/s P D Goplani & Associates, Chartered Accountants were appointed as statutory auditors of the Company to hold office till the conclusion of 8th Annual General Meeting of the Company. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s P D Goplani & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this, regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in-accordance with the provisions of Section 141of the Companies Act, 2013.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

M/s Mihir Vyas & Associates, Cost Accountants carried out the cost audit for applicable business during the year. The Board of Directors has appointed Mihir Vyas & Associates, Cost Accountants for the financial year 2016-17.

25. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has received declarations from all the Independent Directors that they meet the criteria of independence as laid down under the Companies Act, 2013 read with Schedule and Rules made there under, as well as Clause 49 of the Listing Agreement. The Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfill the criteria of independence.

26. SECRETARIAL AUDITORS AND REPORT

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 Mr. Nandish S. Dave a whole time Company Secretary in practice having Membership No. 13946, to undertake the Secretarial Audit of the Company.

As required under section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report. The Secretarial Audit report is annexed herewith as "Annexure VI" The Report doesn''t contain any qualification.

27. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations. The "Code of Conduct" is available on the Corporate Governance section of the Company''s website www.rudratmx.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the code.

28. TRANSACTIONS WITH RELATED PARTIES

The related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 also enclosed the AOC-2 as an ''Annexure VII''.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There Were no contracts or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

30. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and clause 49(VIII)(E)(2) of the revised listing agreements in following manner.

Sr. No.

Name of Director

Designation

Relation with Directors

1.

Mr. Ashok Kumar Gupta

Director

Father of Nikhil Gupta Husband of Mrs. Shamarani Gupta

2.

Mrs Shamarani Gupta

Woman Director

Wife of Ashok Kumar Gupta Mother of Nikhil Gupta

3.

Mr. Nikhil Gupta

Managing Director

Son of Ashok Kumar Gupta and Shamarani Gupta

4.

Mr. Vikram Shah

Independent Director

Not related to any Director

5.

Mr. Himanshu Desai

Independent Director

Not related to any Director

31. INVESTOR COMLAINTS AND COMPLIANCE

All the investor complaints are duly resolved and as on date no complaints are pending.

32. INTERNAL CONTROL

The Company has set up adequate internal controls to ensure operational efficiency, safety of assets and efficient financial management. It has appointed an independent firm of Chartered Accountants to conduct regular internal audits. The Audit Committee of the Board reviews the internal controls and audit reports regularly. There is a Managing Committee consisting of senior functional heads and the Managing Director that meets periodically to review overall operations of the Company.

33. RISK MANAGEMENT POLICY

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company on 16th July, 2015 has adopted a Risk management Policy of the Company. The Company is committed to identifying and managing risk in a manner appropriate to achieve its objectives.

This Policy intends to cover concerns that could have serious impacts on the operational and financial performance of the Company. The scope of the policy is to identify, assess and treat the risks associated with the Company and building framework and risk management programs, reviewing of the effectiveness of such programs and collectively to achieve the target of the Company.

34. VIGIL MECHANISM

The Company has adopted Vigil Mechanism/ Whistle Blower Policy.

This Policy provides a channel to the employees and directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or legal or regulatory requirements, incorrect or mis-representation of any financial statements and reports etc.

This Policy intends to cover serious concerns that could have serious impact on the operations and performances of the Company and malpractices and events which have taken place or suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

35. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. All the Board of Directors and designated employees have confirmed compliance with the Code.

36. ENVIRONMENT MANAGEMENT SYSTEMS (EMS)

Our manufacturing sites and raw material locations in factory have implemented environmental management systems certified to ISO 14001. The Raw Material Division has a formal Quality, Environment and Occupational Health and Safety (QEHSM) management system. Reviews and audits are conducted at fixed intervals to achieve continual improvement. In case of a breach in environmental norms, the incident is investigated to establish the root cause and implement corrective actions to ensure it is not repeated.

37. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDERESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2015-16, the Company has not received any complaints on sexual harassment.

38. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company does not have any Subsidiary, Joint venture or Associate Company.

39. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

40. PARTICULARS OF REMUNERATION

The policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees Forms part of Corporate Governance Report of this Annual Report.

41. PARTICU LARS OF EMPLOYEE:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting, if any member is interested in inspecting the same, such member may write to the company secretary in advance.

There is no employee m, the Company in receipt of remuneration aggregating more than Rs.60,00,000 per annum being employed throughout the financial year and RS-5,00,000 or more per month being employed far part of the year

42. ACKNOWLEDGEMENTS

Your directors place on record their appreciation for co-operation and support extended by the Banks. SE6I, Shareholders, Bankers to the issue, RTA and farmers and Traders for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for high degree of professionalism and enthusiastic effort displayed by them during the year.

For, Order of the Board of Directors

M.D. INDUCTOCAST LIMITED

Himanshu Desai Nikhil Gupta

Place: - Bhavnagar Chairman & Director Managing Director

Date:- 23rd August, 2016 DIN:- 071S7030 DIN010 6 9514

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

Notifications
Settings
Clear Notifications
Notifications
Use the toggle to switch on notifications
  • Block for 8 hours
  • Block for 12 hours
  • Block for 24 hours
  • Don't block
Gender
Select your Gender
  • Male
  • Female
  • Others
Age
Select your Age Range
  • Under 18
  • 18 to 25
  • 26 to 35
  • 36 to 45
  • 45 to 55
  • 55+