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Directors Report of Rudra Global Infra Products Ltd.

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

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