REPORT OF BOARD OF DIRECTORS
Dear Members,
Your Board of Directors are pleased to present the 49th Report of the Board of Directors of Rama Steel Tubes Limited (the "Company”
or "RAMA”). The Company has grown rapidly this year. The summary of Audited Standalone and Consolidated Financial Statements for
the Financial Year ended March 31, 2023 as given below are the witness of your company's remarkable growth and performance.
1. FINANCIAL RESULTS
|
Particulars
|
Standalone
|
Consolidated
|
| |
2022-23
|
2021-22
|
2022-23
|
2021-22
|
|
Revenue from Operations
|
100986.57
|
51731.75
|
133675.42
|
76816.78
|
|
Other Income
|
399.11
|
428.56
|
680.21
|
920.53
|
|
Total Revenue
|
101385.68
|
52160.31
|
134355.63
|
77737.31
|
|
EBIDTA
|
3686.69
|
2618.87
|
5823.74
|
5175.88
|
|
Finance Costs
|
1129.56
|
787.31
|
2020.95
|
1,089.18
|
|
Depreciation and Amortisation Expenses
|
308.47
|
314.10
|
472.92
|
427.43
|
|
Share of profits from Associates and JVs
|
-
|
(64.68)
|
166.36
|
(64.68)
|
|
Net Profit before Tax
|
2248.66
|
1452.78
|
3496.23
|
3594.60
|
|
Tax Expenses
|
603.22
|
400.95
|
752.57
|
863.08
|
|
Net Profit after Tax
|
1645.44
|
1051.83
|
2743.66
|
2731.52
|
|
Other Comprehensive Income
|
7.42
|
(2.41)
|
147.84
|
23.76
|
|
Total Comprehensive Income
|
1652.86
|
1049.43
|
2891.50
|
2755.28
|
|
Earning per equity share (Face Value of '1 each)
|
|
|
|
|
|
Basic
|
0.71
|
6.25
|
1.22
|
16.41
|
|
Diluted
|
0.68
|
6.25
|
1.16
|
16.41
|
2. COMPANY'S PERFORMANCE
The business performance of the company during the
Financial Year 2022-23 was very strong, exhibited stellar
performance amidst a dampening environment globally.
The Company was able to perform through its operational
excellence, better price realization, higher efficiency,
effective cost management practices and well executed
strategies.
Standalone
During the FY 2022-23, your company achieved Standalone
Revenue from operations of '1,00,986.57/-Lakhs compared
to '51,731.75/- Lakhs in FY 2021-22, registering a growth of
95% over the last year.
Standalone profit before tax (PBT) in FY 2022-23 was
'2,248.66/-Lakhs compared to '1,452.78/- Lakhs in last FY
2021-22.
Standalone profit after tax (PAT) in FY 2022-23 was '1,645.44/-
Lakhs compared to '1,051.83/- Lakhs in last FY 2021-22.
Consolidated
During the FY 2022-23, your company achieved Consolidated
Revenue from operations of '1,33,675.42/- Lakhs compared
to '76,816.78/- Lakhs in FY 2021-22, registering a growth of
74% over the last year.
Consolidated profit before tax (PBT) in FY 2022-23 was
'3,496.23/- Lakhs compared to '3,594.60/- Lakhs in last FY
2021-22.
Consolidated profit after tax (PAT) in FY 2022-23 was
'2,743.66/- Lakhs compared to '2,731.52/- Lakhs in last FY
2021-22.
3. DIVIDEND
The Board of Directors of your Company has deemed it
prudent not to recommend any dividend for the Financial
Year under report to retain the profits, in order to meet the
requirements of future growth.
In terms of Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("the SEBI LODR
Regulations”), the Dividend Distribution Policy duly approved
by the Board is available on the website of the Company
and can be accessed at https://ramasteel.com/assets/pdf/
annual/142/Dividend%20Distribution%20Policy.pdf
4. TRANSFER TO RESERVE
The Board of Directors do not propose/recommended to
transfer any sum to the General Reserve pertaining to
Financial Year 2022-23.
5. CHANGE IN NATURE OF BUSINESS, IF ANY
During the Financial Year 2022-23 under review, there was no
change in the nature of business of the company.
6. ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)
Your Company has adopted Indian Accounting Standards
(Ind AS). Accordingly the standalone financial statements of
the Company and the consolidated financial statements of
the Company with its subsidiary for the financial year ended
March 31, 2023, have been prepared in accordance with Ind AS
as prescribed under section 133 of the Companies Act, 2013
(the "Act”), read with the relevant rules made there under and
other accounting principles generally accepted in India.
7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
COMPANIES
The Company has two Direct subsidiaries named as Lepakshi
Tubes Private Limited (Indian Wholly Owned Subsidiary)
and RST International Trading FZE (U.A.E) (Foreign Wholly
Owned Subsidiary), one Indirect subsidiary i.e. RST Industries
Limited (Nigeria) (Step-down Subsidiary) and one JV i.e. Pir
Panchal Construction Pvt. Ltd. Joint Venture (AOP) as on
March 31, 2023. The Company has also acquired 51% stake in
Ashoka Infrasteel (Partnership Firm) and 50% stake in Hagar
Mega Mart Private Limited during the Financial Year 2022¬
23. Pursuant to Section 129 of the Companies Act, 2013 a
statement in prescribed Form AOC-1, relating to subsidiaries
and joint venture for the year ended on March 31, 2023 has
been attached with the consolidated financial statements of
the Company for the financial year ended March 31, 2023. In
accordance with provisions of Section 136 of the Companies
Act, 2013 the standalone and consolidated financial
statements of the company, along with relevant document
and separate audited accounts in respect of the subsidiaries,
are available on the website of the company. The company
will provide the annual accounts of the subsidiaries and
related detailed information to the shareholders of the
Company on specific request made to it in this regard by the
shareholders.
The policy for determining material subsidiaries
as approved may be accessed on the Company's
https://ramasteel.com/assets/pdf/annual/146/
PolicyfordeterminingMaterialSubsidiaries_n.pdf
Lepakshi Tubes Private Limited is a wholly owned subsidiary
of Rama Steel Tubes Limited. However, during the period there
was no material subsidiary of the Company, In accordance
with the provision of SEBI LODR Regulations.
As mentioned in the previous Annual Report, the Board of
Directors of the Company at its meeting held on February 14,
2022 subject to requisite approvals/consents, approved the
Scheme of Merger by absorption of Lepakshi Tubes Private
Limited, a wholly owned subsidiary of the Company with the
Company and their respective shareholders ("Scheme”) under
the provisions of sections 230 and 232 of the Companies Act,
2013 and proposed to consolidate the operations /business
by amalgamation of Lepakshi Tubes Private Limited with
Rama Steel Tubes Limited.
During the year, Hon'ble National Company Law Tribunal,
Bench at New Delhi passed an order dated 30th May, 2022 and
26th September, 2022 for calling Meeting of Shareholders,
Secured Creditors and Unsecured Creditors of the Company
and appointed Mr. Puneet Sachdev, having IBBI Registration
Number IBBI/IPA-001/IP-PO1124/2018-29/11821, Insolvency
Professional as a Chairman of the Meeting and Mr. Mohinder
Kumar Gaind, having IBBI Registration Number IBBI/IPA-
003/IP-N000158/2018-19/11842 appointed as scrutinizer by
the Hon'ble Tribunal.
The meeting of Equity shareholder, Secured and Unsecured
Creditors were held on 15th November, 2022 pursuant to
the order of the tribunal and the scheme as laid before the
meetings be approved and adopted.
Further, the Company filed second motion application in
respect of amalgamation aforesaid.
8. SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.
9. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
During the year under review there was no proceeding
initiated/pending against the Company under the Insolvency
and Bankruptcy Code, 2016.
10. PUBLIC DEPOSITS
The 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.
Accordingly, there are no unclaimed or unpaid deposits lying
with the Company for the year under review.
11. CORPORATE GOVERNANCE REPORT
The Company continues to place greater emphasis
on managing its affairs with diligence, transparency,
responsibility, accountability and sustainability and is
committed to adopting and adhering to best Corporate
Governance practices.
The Board considers itself as a trustee of its shareholders
and acknowledges its responsibilities towards them for
creation and safeguarding their wealth. The Company has set
itself the objective of expanding its capacities. As a part of its
growth strategy, it is committed to high levels of ethics and
integrity in all its business dealings that avoid conflicts of
interest. In order to conduct business with these principles,
the Company has created a corporate structure based on
business needs and maintains a high degree of transparency
through regular disclosures with a focus on adequate control
systems.
In compliance with the provisions of the SEBI LODR
Regulations' a separate report on Corporate Governance
along with a certificate from M/s Arun Kumar Gupta &
Associates, Company Secretaries, on its compliance, forms
an integral part of this report as Annexure-I.
12. CREDIT RATING
The Company has obtained the latest credit rating as on
January 03, 2023 from ICRA Limited (ICRA), and the details of
the credit rating are as follows:
|
Long Term Rating
|
[ICRA]BBB-(Stable)
(pronounced ICRA triple
B minus)
|
|
Short Term Rating
|
[ICRA]A3
|
| |
(pronounced ICRA A
|
| |
three)
|
|
Name of Credit Rating Agency
|
ICRA Limited
|
13. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the
Company during the Financial Year with related parties were
in the ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any
contract / arrangement / transaction with related parties
which could be considered material in accordance with
the policy of the Company on materiality of related party
transactions.
Your Directors draw attention of the members to Note
47 to the Standalone Financial Statement which sets out
related party disclosures. The particulars of contracts and
arrangements entered into by the company with related
parties referred to in Section 188 in Form AOC-2 is attached
herewith as Annexure-II.
The policy on Related Party Transactions as approved by the
Board may be accessed on the Company's website at the
https://ramasteel.com/assets/pdf/annual/94/RELATED%20
PARTY%20TRANSACTION%20POLICY.pdf
14. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
(BRSR)
In recent years, the importance of addressing climate change,
promoting inclusive growth, and transitioning to a sustainable
economy has gained significant global attention. Investors
and stakeholders now expect companies to be responsible
and sustainable in their practices, placing equal importance
on reporting their performance on sustainability-related
factors alongside financial and operational performance.
In accordance with Regulation 34(2)(f) of the Listing
Regulations, BRSR, covering disclosures on the Company's
performance on Environment, Social and Governance (ESG)
parameters for Financial Year 2023, is provided in a separate
section and forms part of the Annual Report as Annexure-III.
BRSR includes reporting on the nine principles of the
National Voluntary Guidelines on social, environmental and
economic responsibilities of business.
15. CORPORATE SOCIAL RESPONSIBILITY
We at RAMA aim to create economic value and to actively
contribute toward the development of a sustainable
society by taking up projects for the common good through
responsible business practices and good governance. In line
with the requirement of Section 135 of the Companies Act,
2013, the Company having a Corporate Social Responsibility
Committee. The details of Committee and the terms of
reference are provided in corporate governance report.
The CSR Policy of the Company is available on its website
at the https://ramasteel.com/assets/pdf/Corporate%20
Social%20Responsibility%20(CSR)%20Policy.pdf
During the year the Company has spent '27,43,335/- (Rupees
Twenty Seven Lakh Forty Three Thousand Three Hundred
Thirty Five) on CSR activities for the Financial Year 2022-23
as annexed herewith Annexure- IV to this Report.
'26,00,000/- (Rupees Twenty Six Lakhs) has been paid to
Haridham Sanatan Sewa Trust for Eradicating Hunger and
Feeding for poor people and '1,43,335/- (Rupees One Lakh
Forty Three Thousand Three Hundred Thirty Five) has been
paid to Konfyans Charitable Public Trust for purpose of
Education & Care for under-privileged children.
16. DIRECTORS' RESPONSIBILTY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of their knowledge and ability,
confirm that:
a) in the preparation of the annual accounts for the
Financial Year ended March 31, 2023, the applicable
accounting standards had been followed and there has
been no material departure;
b) that the selected accounting policies were applied
consistently. Reasonable and prudent judgments and
estimates were made so as to give a true and fair view
of the state of affairs of the Company as at March 31,
2023 and of the profit and loss of the Company for the
year ended on that date;
c) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) that the Company had prepared the annual accounts on
a going concern basis;
e) the directors had laid down internal financial controls
which are followed by the Company and such internal
financial control are adequate and were operating
effectively; and
f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and such systems are adequate and were operating
effectively.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the
Companies Act, 2013 and the Articles of Association of the
Company, Mr. Richi Bansal (DIN: 00119206), Director retires
by rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment. The Board
recommends his re-appointment.
As on March 31, 2023, the Board is comprised Mr. Naresh
Kumar Bansal, Managing Director, Mr. Richi Bansal, Director,
Mr. Vinod Pal Singh Rawat, Director, Mr. Bharat Bhushan Sahny,
Independent Director, Mr. Jai Prakash Gupta, Independent
Director, and Ms. Anju Gupta, Independent Director of the
Company.
During the year under review, Mr. Kapil Datta, Company
Secretary of the Company has tendered his resignation from
the post of Company Secretary and Compliance Officer w.e.f
August 20, 2022 and Mr. Arpit Suri was appointed as Company
Secretary and Compliance Officer of the Company w.e.f,
August 22, 2022.
Further, as on March 31, 2023 Mr. Rajeev Kohli, Chief Executive
Officer, Mr. Rajeev Kumar Agarwal, Chief Financial Officer
and Mr. Arpit Suri, Company Secretary are the Key Managerial
Personnel of the Company in accordance with the provisions
of sections 2(51) and 203 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
During the year under review, the changes in Board of
Directors'/ Key Managerial Personnel are mentioned in the
Corporate Governance Report in detail.
Further, during the year, the non-executive directors of the
Company had no pecuniary relationship or transactions
with the Company other than sitting fees, reimbursement of
expenses, if any.
18. DECLARATION BY INDEPENDENT DIRECTOR(S)
In accordance with the Section 149(7) of the Act, each
Independent Director has given a written declaration to the
Company at the time of their appointment and at the first
meeting of the Board of Directors in every financial year
confirming that he/she meets the criteria of independence
as mentioned under Section 149(6) of the Companies Act,
2013 and Regulation 16(1) (b) of the SEBI LODR Regulations
and there has been no change in the circumstances which
may affect their status as an independent director during the
year.
The Independent Directors have complied with the Code
for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013 along with code of conduct for all
members of board in terms of Regulation 17(5) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, the Independent Directors of the
Company have included their names in the data bank of
Independent Directors maintained with the Indian Institute
of Corporate Affairs.
During the year under review, there is no change in
Independent Directors of the Company.
19. 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 Corporate Governance requirements as prescribed
by SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The performance of the Board was evaluated by the Board
after seeking inputs from all the directors on the basis
of criteria such as the Board composition and structure,
effectiveness of board processes, information and
functioning, etc.
The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee members on
the basis of criteria such as the composition of committees,
effectiveness of Committee meetings, etc.
The performance assessment of Non-Independent Directors,
Board as a whole and the Chairman were evaluated at
separate meetings of Independent Directors. The same
was also discussed in the meetings of Nomination and
Remuneration Committee and the Board. Performance
Evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated.
20. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
AND OTHER DETAILS
The Nomination and Remuneration Committee (NRC)
has been mandated to oversee and develop competency
requirements for the Board based on the industry
requirements and business strategy of the Company. The NRC
reviews and evaluates the profiles of potential candidates
for appointment of Directors and meets them prior to making
recommendations of their nomination to the Board. Specific
requirements for the position, including expert knowledge
expected are communicated to the appointee.
The current policy is to have an appropriate mix of Executive
and Independent Directors to maintain the independence
of the Board, and separate its functions of governance and
management. As on March 31, 2023, the Board consist of 6
members, three of whom are Executive and three are Non¬
Executive Independent Directors. The Board periodically
evaluates the need for change in its composition and size.
The policy of the Company on directors' appointment
and remuneration, including criteria for determining
qualifications, positive attributes, independence of a director
and other matters provided under Sub-section (3) of Section
178 of the Companies Act, 2013, adopted by the Board. We
affirm that the remuneration paid to the directors is as per
the terms laid out in the nomination and remuneration policy
of the Company.
21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)a. Transfer of unclaimed dividend to IEPF
No amount were transferred from the Unclaimed Divided
Account, to the Investor Education and Protection Fund
(IEPF) established by the Central Government during the
Financial Year 2022-23.
b. Transfer of shares to IEPF
In accordance with Section 124 of the Companies Act,
2013 no equity shares, has been transferred by the
Company to the Investor Education and Protection Fund
Authority (IEPF) during the Financial Year 2022-23.
22. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS
A formal familiarization programme was conducted about the
amendments in the Companies Act, 2013, Rules prescribed
thereunder, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and all other applicable
laws of the Company including BRSR, Best Practices in
Industry, External Ratings and Disclosures, Stakeholder
Engagement and Materiality, Risks and Opportunities etc.
with the Board of Directors.
The Company familiarizes its Independent Directors with
their roles, rights, responsibilities in the Company, nature of
the Industry in which the Company operates, etc., through
various programmes. These include orientation programme
upon induction of new Director, as well as other initiatives to
update the Directors on an ongoing basis.
23. ISSUE OF WARRANTSDuring the year the Company has issued the warrants and the details of the same are as follows:
|
Particulars
|
Warrants 1
|
Warrants 2
|
|
Date of Issue
|
June 10, 2022
|
October 12, 2022
|
|
No. of Warrants Issued
|
1,55,80,000
(After sub-division)
|
16,25,000
|
|
Whether the issue of warrants was by way of preferential allotment,
private placement, public issue
|
Preferential Allotment
|
Preferential Allotment
|
|
Issue Price
|
'76.40
After (Sub-Division)
|
'112.50
|
|
Maturity Date
|
Within 18 months from the
date of Issue
|
Within 18 months from the
date of Issue
|
|
Amount raised, specifically stating as to whether twenty five percent
of the consideration has been collected upfront from the holders of
the warrants;
|
The Company has collected
the upfront 25% from the
warrants holders
|
The Company has collected
the upfront 25% from the
warrants holders
|
|
Terms and conditions of warrants including conversion terms
|
Convertible within 18 month
in the ratio of 1:1
|
Convertible within 18 month
in the ratio of 1:1
|
24. CHANGES IN SHARE CAPITAL
As at March 31, 2023 the Authorised Share Capital of the Company is '55,00,00,000/- (Rupees Fifty-Five Crore Only) consisting of
55,00,00,000 (Fifty-Five Crore only) Equity Shares of '1/-(Rupees One) each and Issued and Paid-Up Share Capital is '46,58,22,825/-
(Forty-Six Crore Fifty-Eight Lakh Twenty-Two Thousand Eight Hundred Twenty-Five) consisting of 46,58,22,825 (Forty-Six Crore
Fifty-Eight Lakh Twenty-Two Thousand Eight Hundred Twenty-Five) Equity shares of Face Value of '1/- each.
The Changes made in Share Capital of the Company during the year under are as follows:
AUTHORISED SHARE CAPITAL
|
Date of Events
|
Subject matter which effect the Authorised Share Capital of the Company
|
|
20.05.2022
|
Reclassification of the existing Authorized Share Capital of the Company of '11,50,00,000/- (Rupees
Eleven Crore Fifty Lakhs Only) comprising of 1,80,00,000 Equity Shares of '5/- (Rupee Five) each and
25,00,000 (Twenty Five Lakh) 5% Non- Cumulative Redeemable Preference Shares of '10/- each (Rupees
Ten) was reclassified to '11,50,00,000/- (Rupees Eleven Crore Fifty Lakhs Only) comprising of 2,30,00,000
Equity Shares of '5/- (Rupee Five) each and consequently the existing Clause 5 of the Memorandum of
Association of the Company was amended.
|
|
25.08.2022
|
The Company has made sub-division of Equity Shares of the Company from Face Value of '5/- each to '1/-
each and the Shareholders approval was accorded through postal ballot on August 8, 2022. The Authorized
Share Capital of the Company after sub-division become '11,50,00,000 (Rupees Eleven Crore Fifty Lakhs
Only) consisting of 11,50,00,000 (Eleven Crore Fifty Lakhs Only) Equity Shares of '1/- each and the paid
up capital after sub-division become '8,39,70,000 (Eight Crore Thirty-Nine Lakhs Seventy Thousand Only)
consisting of 8,39,70,000 (Eight Crore Thirty-Nine Lakhs Seventy Thousand) Equity Shares of '1/- each
pursuant to sub-division.
|
|
23.12.2022
|
The Company has increased its Authorised Share Capital from '11,50,00,000/- (Rupees Eleven Crore Fifty
Lakhs Only) consisting of 11,50,00,000 (Eleven Crore Fifty Lakhs Only) Equity Shares of '1/-(Rupees One)
each to '55,00,00,000/- (Rupees Fifty Five Crore Only) consisting of 55,00,00,000 (Fifty Five Crore only)
Equity Shares of '1/-(Rupees One ) each.
|
During the year under review, the company has amended the Memorandum of Association of the company as mentioned above
vide approval of shareholders through postal ballots.
|
Date of Events
|
Subject matter which effect the Issued and Paid-Up Share Capital of the Company
|
|
31.08.2022
|
Allotment of 40,96,165 Equity Shares on preferential basis other than cash consideration at a price of '78/-
each (including premium)
|
|
23.09.2022
|
Allotment of 31,65,000 Equity Shares pursuant due to conversion of warrants into Equity Shares at a price
of '76.40/- each (including premium)
|
|
07.01.2023
|
Allotment of 19,33,400 Equity Shares pursuant to conversion of warrants into Equity Shares at a price of
'76.40/- each (including premium)
|
|
07.01.2023
|
Allotment of 37,26,58,260 Equity Shares pursuant to Bonus Shares allotment.
|
25. CHANGE IN PROMOTER'S SHAREHOLDING
During the year under review the promoter's shareholding
has been decreased from 70.40% to 65.12% as a result of
several allotments that took place throughout the year.
26. RECLASSIFICATION OF PROMOTER TO PUBLIC
In accordance with the Regulation 31A and other relevant
provisions of the SEBI LODR Regulation, and subject to
the required statutory approval, the Company obtained
approval from shareholders through a postal ballot for the
reclassification of certain individuals from the promoter
group category to the public category. However, it should be
noted that no further actions were taken in this regard during
the year under review.
27. AUDITORS AND AUDITORS' REPORTA. Statutory Auditors
The Members of the Company at their Annual General
Meeting held on September 29, 2018, had approved the
appointment of M/s Alok Mittal & Associates, Chartered
Accountants (Firm Registration No. 005717N), as the
Statutory Auditors of the Company for a period of five
years commencing from the conclusion of the 44th
AGM held on September 29, 2018 until the conclusion of
49th AGM of the Company to be held in the year 2023.
Their first term of appointment will be completing in
accordance with Section 139 of the Companies Act, 2013.
On the recommendation of the Audit Committee, the
Board of Directors has proposed to appoint M/s Rawat
& Associates, Chartered Accountants (Firm Registration
No. 134109W) as Statutory Auditors for a period of five
years i.e. from the conclusion of the ensuing Annual
General Meeting to be held in the year 2023 till the
conclusion of Annual General Meeting to be held in the
year 2028, at a remuneration decided by the Board of
Directors wherein M/s Rawat & Associates , Chartered
Accountants has confirmed their willingness and
eligibility under the provision of the Companies Act,
2013 to be Statutory Auditors of the Company, which is
subject to shareholders approval.
The proposed Auditors have consented to the said
appointment and confirmed that they are eligible for
appointment as Statutory Auditors of the Company
under Section 139 of the Act and meet the criteria for
appointment specified in Section 141 of the Act. Further,
the Company has also received a copy of Peer Review
Certificate as prescribed by the Institute of Chartered
Accountants of India to the Auditors and declaration
from the Auditors that they are not disqualified for such
appointment/ reappointment under the said Act.
The Auditor's Report to the shareholders on the
Standalone and Consolidated Financial Statement for
the year ended March 31, 2023 does not contain any
qualification, observation or adverse comment.
Further, there was no instance of fraud during the year
under review, which required the Statutory Auditors
to report to the Audit Committee and /or Board under
Section 143(12) of the Act and Rules framed thereunder.
B. Cost Auditors
The Board had appointed M/s. Subodh Kumar & Co., Cost
Accountants, as Cost Auditors for conducting the audit
of cost records of the Company for the Financial Year
2022-23.
The Cost Audit Report of the Company for the Financial
Year ended March 31, 2023 will be filed with the MCA after
its noting by the Board. The Company has maintained
accounts and records as specified under sub-section (1)
of 148 of the Act.
The Board has also appointed M/s. Subodh Kumar & Co.,
Cost Accountants, as Cost Auditors to conduct Cost
Audit for Financial Year 2023-24 and their remuneration
has also been recommended for the ratification and
approval of the Shareholders.
C. Secretarial Auditors
Pursuant to the provision of Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the
Board of Directors had appointed M/s Arun Kumar Gupta
& Associates (CP No. 5086), Company Secretaries, to
conduct Secretarial Audit for the Financial Year ended
March 31, 2023. The Secretarial Audit Report for the
Financial Year ended March 31, 2023 is annexed herewith
marked as Annexure - V to this Report. The Secretarial
Audit Report does not contain any qualification,
reservation or adverse remark.
The Board has also appointed M/s Arun Kumar Gupta
& Associates (CP No. 5086), Company Secretaries to
conduct Secretarial Audit for Financial Year 2023-24.
Pursuant to Regulation 24(A) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended, the Company has obtained Annual Secretarial
Compliance Report from M/s Arun Kumar Gupta
& Associates (CP No. 5086), Company Secretaries,
and same submitted to the stock exchange within
the prescribed time limits. The Annual Secretarial
Compliance Report does not contain any remarks or
qualification, observations.
D. Internal Auditor
In accordance with Section 138 of the Companies Act,
2013 read with rules thereunder Mr. Ranjeet Singh,
M.Com, MBA (Finance); employee of the Company
was appointed as Internal Auditor of the Company for
Financial Year 2022-23 to conduct the internal audit
of the functions and activities of the Company. The
Company has re-appointed Mr. Ranjeet Singh as an
Internal Auditor of the Company to conduct the internal
audit for the Financial Year 2023-24. During the year
under review no observation, qualification or adverse
mark was reported by the Internal Auditor.
28. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of SEBI LODR
Regulations, the Management Discussion and Analysis
forms an integral part of this Report and gives details of the
overall industry structure, developments, performance and
state of affairs of the Company business.
29. STATEMENT OF DEVIATION(S) OR VARIATION(S)
In accordance with Regulation 32 of SEBI LODR Regulation,
the Company has fully utilized the fund which is raised during
the Financial Year by the Company for its working capital and
general corporate purposes. There is no deviation or variation
of fund during the year under review.
30. BOARD'S COMMITTEES
The following statutory Committees constituted by
the Board according to their respective roles and
defined scope:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee
e) Finance Committee
f) Acquisition and Allotment Committee
g) ESG Committee
Details of the Committees' composition, charters and
meetings held during the year and attendance there are
given in the Report on Corporate Governance forming part of
this Annual Report.
31. INTERNAL FINANCIAL CONTROL AND RISK MANAGEMENT
The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures.
Moreover, your company has formulated Risk Management
Policy and Committee of the Board to determine and manage
the Risk factors, during the Financial Year 2023-2024.
32. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company is committed to highest standards of ethical,
moral and legal business conduct. Accordingly, the Board
of Directors has formulated a Whistle Blower Policy in
compliance with the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of the SEBI LODR
Regulations. The policy provides for a framework and process
whereby concerns can be raised by its Employees/Directors
or any other person against any kind of discrimination,
harassment, victimization or any other unfair practice being
adopted against them through an e-mail, or a letter for this
purpose to the Vigilance Officer /Chairman of the Audit
Committee.
The Policy on vigil mechanism and whistle blower policy may
be accessed on the Company's website at https://ramasteel.
com/assets/pdf/Whistle%20Blower%20and%20Vigil%20
Mechanism%20Policy%20for%20Directors%20and%20
Employees.pdf
33. NUMBER OF MEETINGS OF THE BOARD
Fifteen meetings of the Board were held during the year.
For details of the meetings of the Board, please refer to
the Corporate Governance Report, which forms part of this
report. The maximum interval between any two meetings did
not exceed 120 days.
34. LOANS, GUARANTEES AND INVESTMENTS
Details of the Loans, Guarantees and Investments covered
under Section 186 of the Companies Act, 2013, if any, are given
in the notes to the Financial Statements pertaining to the
year under review.
35. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT,
TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
A) CONSERVATION OF ENERGY:
a) The Company has always been particular to
conservation of energy on continuous basis by
closely monitoring energy consuming equipment
involving use of energy generating diesel set and
power purchased from Electricity Board e.g. size of
the Equipments is optimum to save energy. The low-
efficient Machinery and Equipments are identified
and replaced.
b) Keeping in view the nature of the manufacturing
process no additional investment is proposed and
hence further consumption of energy is ruled out in
the near future.
c) No specific studies regarding impact of the above
measures of (a) and (b) have been carried out and
the cost impact of energy cost and energy saving
measures on cost of production of goods is not
material, as it forms a very low percentage vis-a vis
the cost of Company's product.
d) Total energy consumption and energy consumption
per unit of production is given as per Form-A.
B) TECHNOLOGY ABSORPTION, ADOPTION AND
INNOVATION:I. RESEARCH AND DEVELOPMENT (R&D)i. Specific area in which R & D carried out by the
Company:
There is no specific area in which the Company
has carried the R & D. However, the Company is
continuously making efforts for improvements
in its production process for better productivity
and cost efficiency.
ii. Future plan of action
The Company is continuously monitoring the
plant efficiency, thus reducing the shortage
and the cost of production.
iii. Expenditure on R & D
The company did not incur any Expenditure on
R & D.
II. TECHNOLOGICAL, ABSORPTION, ADAPTATION &
INNOVATION :i. Efforts made towards Technology Absorption :
For the goods manufactured by the Company
there is a simple process of ERW manufacturing
technique and the Company has already
adopted the same and no innovations have
been carried by the company as there is no
other available alternative that would ensure
further cost efficiency.
ii. Particulars relating to imported technology :
The Company has not imported any technology
and the plant is working with completely
Indigenous Technical know-how.
C) FOREIGN EXCHANGE EARNING AND OUTGO :
| |
Total Foreign Exchange Earning
|
Current year
|
Previous year
|
|
a)
|
4939.69
|
4262.34
|
|
b)
|
Total Foreign Exchange Outgo
|
4545.46
|
3323.99
|
POWER AND FUEL CONSUMPTION
|
Particulars
|
Current Year
|
Previous Year
|
|
1. Electricity
|
|
|
|
(a) Purchased Unit
|
39,08,713
|
37,15,603
|
|
Total amount (in ')
|
3,57,49,598
|
2,91,93,995
|
|
Rate/unit
|
9.15
|
7.86
|
|
(b) Own generation
|
|
|
|
Through Diesel Generator Unit
|
97,164
|
80,103
|
|
Unit per Litre of Diesel Oil
|
4.82
|
4.73
|
|
Total Amount (in ')
|
18,42,877
|
15,30,485
|
|
Cost/Unit
|
18.97
|
19.11
|
|
2. Furnace Oil Quantity(litres)
|
|
|
|
Unit in litres
|
1,67,310
|
3,22,290
|
|
Total Amount (in ')
|
1,14,11,614
|
1,54,60,346
|
|
Average Rate '/litre
|
68.21
|
47.97
|
CONSUMPTION PER UNIT OF PRODUCTION
| |
|
Electricity (Unit)
|
PNG Gas/Furance Oil
(Units)/Litre
|
|
NAME OF PRODUCT
|
UNIT
|
CURRENT
YEAR
|
PREVIOUS
YEAR
|
CURRENT
YEAR
|
PREVIOUS
YEAR
|
|
Black Steel Tubes/Pipes
|
Per Ton
|
57.37
|
58.87
|
-
|
-
|
|
Galvd. Steel Tubes/Pipes
|
Per Ton
|
55.98
|
57.63
|
12.50
|
17.32
|
36. EXTRACT OF ANNUAL RETURN
In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as required under Section 92 of
the Act for the Financial Year 2022-23, is available on the Company's website at https://ramasteel.com/assets/pdf/annual/return/
Form_MGT_7.pdf
37. COST RECORDS
In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as specified by the
Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (Cost Records
and Audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company.
38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS OF THE COMPANY
There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern
status and Company's operations. All orders received by the Company during the year are of routine in nature which has no
significant / material impact.
39. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL
YEAR AND TILL THE DATE OF THIS REPORT
Material changes occurred between the ends of the financial year to which these financial statements relate on the date of this
report.
1. The Company has allotted 14,58,000 Equity Shares
comprised of 2,91,600 Equity Shares allotted pursuant
to conversion of warrants and 11,66,400 Equity Shares
allotted pursuant to Bonus reserved for the warrant
holders on April 25, 2023.
2. The Company has allotted 73,25,000 Equity Shares
comprised of 14,65,000 Equity Shares allotted pursuant
to conversion of warrants and 58,60,000 Equity Shares
allotted pursuant to Bonus reserved for the warrant
holders on June 27, 2023.
3. The Company has allotted 1,87,50,000 Equity Shares
comprised of 37,50,000 Equity Shares allotted pursuant
to conversion of warrants and 1,50,00,000 Equity Shares
allotted pursuant to Bonus reserved for the warrant
holders on July 06, 2023.
4. The Company has allotted 25,25,000 Equity Shares
comprised of 5,05,000 Equity Shares allotted pursuant
to conversion of warrants and 20,20,000 Equity Shares
allotted pursuant to Bonus reserved for the warrant
holders on August 01, 2023.
5. The Nomination and Remuneration Committee and
Audit Committee recommended the increase in the
remuneration of Mr. Naresh Kumar Bansal, Managing
Director, Mr. Richi Bansal, Executive Director and
Mr. Vinod Pal Singh Rawat, Executive Director of the
Company in the meeting held on May 30, 2023 and
considered by the Board of Directors subject to the
approval of the Members in the ensuing Annual General
Meeting.
6. Based on the recommendation of the Nomination
and Remuneration Committee and to enhance the
capabilities of the team, Mr. Rajeev Kohli has been
re-designated as the Chief Operating Officer (COO) of
the Company in the Board of Directors meeting held
on August 14, 2023 Consequently, Mr. Rajeev Kohli has
voluntarily tendered his resignation from the position of
Chief Executive Officer (CEO) of the Company.
7. Furthermore, based on the recommendation of the
Nomination and Remuneration Committee, the Board of
Directors, in their meeting held on August 14, 2023, has
put forth a proposal to appoint Mr. Richi Bansal as the
Whole Time Director and Chief Executive Officer of the
Company. This appointment is proposed for duration of 5
years, commencing from October 1, 2023. However, both
the appointment and the remuneration are contingent
upon receiving the shareholders' approval at the
upcoming Annual General Meeting.
40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
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 the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH) and the rules made thereunder. The Policy aims to
provide protection to employees at workplace and prevent
and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective
of providing a safe working environment, where employees
feel secure.
No complaint has been received for sexual harassment of
women at work place by the Company during the financial
year 2022-23.
41. 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 Trading
Window is closed.
42. PARTICULARS OF EMPLOYEES RELATED DISCLOSURES
a. Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are
given below:
i. The ratio of the remuneration of each director to
the median remuneration of the employees of the
Company for the financial year:
|
Non-executive directors
|
Ratio to median
|
| |
remuneration
|
|
Mr. Bharat Bhushan Sahny
|
N.A.
|
|
Mr. Jai Prakash Gupta
|
N.A.
|
|
Mrs. Anju Gupta
|
N.A.
|
|
Executive directorss
|
Ratio to median
remuneration
|
|
Mr. Naresh Kumar Bansal
|
27
|
|
Mr. Richi Bansal
|
24
|
|
Mr. Vinod Pal Singh Rawat
|
4
|
ii. The percentage increase in remuneration of each
Director, Chief Executive Officer, Chief Financial
Officer, Company Secretary in the Financial Year:
|
Directors, Chief Financial
Officer and Company
Secretary
|
% increase in
remuneration
in the financial
year
|
|
Mr. Bharat Bhushan Sahny
|
N.A.
|
|
Mr. Jai Prakash Gupta
|
N.A.
|
|
Mrs. Anju Gupta
|
N.A.
|
|
Mr. Naresh Kumar Bansal,
Managing Director
|
N.A.
|
|
Mr. Richi Bansal, Executive
Director
|
N.A.
|
|
Mr. Vinod Pal Singh Rawat
|
5%
|
|
Mr. Rajeev Kumar Agarwal,
Chief Financial Officer
|
5%
|
|
Mr. Rajeev Kohli,
Chief Executive Officer
|
29%
|
|
Mr. Arpit Suri,
Company Secretary
|
N.A
|
b. The percentage increase in median remuneration of
employees in the Financial Year: 8.84%
c. The number of permanent employees on the rolls of
Company : 168
d. Average percentile increase already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are
any exceptional circumstances for increase in the
managerial remuneration:
Average percentage increase already made in the
salaries of employees other than the managerial
personnel in the last Financial Year 6%.
Average percentage increase in the managerial
remuneration 5%.
e. The Company affirms that the remuneration is as per
remuneration policy of the Company.
In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, there is no such employee drawing remuneration
in excess of the limits set out in the said rules and are
required to be disclosed.
Further, particulars of employees pursuant to Rule 5(2) &
5(3) of the above rules form part of this report. However
in terms of provisions of section 136 of the said Act, the
report and accounts are being sent to all the members
of the Company and others entitled thereto, excluding
the said particulars of employees. Any member
interested in obtaining such particulars may write to
the Company Secretary at investors@ramasteel.com.
The said information is available for inspection at the
Registered Office of the Company during working days
of the Company upto the date of the ensuing AGM.
43. GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and
going beyond it, electronic copy of the Notice of 49th Annual
General Meeting of the Company including the Annual Report
for Financial Year 2022-23 are being sent to all Members
whose e-mail addresses are registered with the Company/
Depository Participant(s).
44. General
Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:
a) Voluntary revision of Financial Statements or Board's
Report;
b) Instance of fraud which required the Statutory Auditors
to report to the Audit Committee and/ or Board under
Section 143(12) of the Act and rules framed thereunder;
c) Issue of equity shares with differential rights as to
dividend, voting or otherwise;
d) Managing Directors and Whole Time Director have
received the Commission, if any, of the Company within
a regulatory limits of the Company Act, 2013 and neither
the Managing Director nor the Whole-time Directors of
the Company received any remuneration or commission
from any of its subsidiaries Companies;
e) The Company has not made any one-time settlement for
loans taken from the Banks or Financial Institutions, and
hence the details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is
not applicable.
f) There was no instance of any Employee Stock Options,
Equity Share with differential voting rights as to dividend,
voting or otherwise.
45. APPRECIATION
The Directors acknowledge the contributions made by the
employees, customers, vendors of the Company and the
communities in which the Company operates towards the
success and growth of the company.
Your Directors also take this opportunity to express sincere
thanks to the Government Authorities, Financial Institutions
and the Bankers for their co-operation and assistance to the
Company.
The Directors would also like to acknowledge the continued
support of the Company's shareholders and investors in all
its endeavors.
For and on behalf of the Board
Sd/-
(Naresh Kumar Bansal)
Chairman & Managing Director
Place: New Delhi DIN: 00119213
Date: August 14, 2023
|