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Directors Report of Rhetan TMT Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting their 41st Annual Report on the business and operations of the Company
and the Audited Accounts for the Financial Year ended 31st March, 2025.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|
Financial Results |
(Rs. In Lakhs) |
|
|
Particulars |
Year ended 31/03/2025 |
Year ended 31/03/2024 |
|
Revenue from Operations |
3716.48 |
6476.62 |
|
Other Income |
157.43 |
44.74 |
|
Total Income |
3873.91 |
6521.36 |
|
Profit before Interest and Depreciation |
555.56 |
700.45 |
|
Less: Finance cost |
156.02 |
152.63 |
|
Less: Depreciation |
58.84 |
71.51 |
|
Profit before Taxation |
340.70 |
525.07 |
|
Less: Current Tax |
58.18 |
120.64 |
|
Less: Earlier Year Taxes |
- |
- |
|
Less: Deferred Tax |
(26.99) |
17.38 |
|
(Add): MAT credit entitlement |
- |
|
|
Add: Items that will not be reclassified to Profit or Loss |
185.40 |
|
|
Profit/(Loss) after Tax |
494.90 |
387.04 |
2. OVERVIEW OF COMPANY''S PERFORMANCE:
The Company is into the business of manufacturing of TMT Bars. The revenue from operations was Rs. 3716.48
Lakh in the Current year as compared to the revenue from operations of Rs. 6476.62 Lakhs during the previous
year. The profit after tax was Rs. 494.90 Lakhs in the Current year as compared to the profit after Tax of Rs.
387.04 Lakhs in the previous financial year.
The performance of the Company in terms of overall revenue generation during the period under review is quite
satisfactory.
3. DIVIDEND:
After considering the present circumstances holistically and keeping in view the need to conserve the resources
in the long run for future, the Board of Directors of the Company decided that it would be prudent not to
recommend any dividend for the year under review.
4. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at Rs. 1,429.65 Lakhs as compared to Rs. 934.75 Lakhs at the
beginning of the year.
5. SHARE CAPITAL:
During the year under review, there has been no change in the Capital Structure of the Company.
At present, the Company has only one class of shares - equity shares with face value of Rs. 1/- each. During the
year under review, The authorised share capital of the Company is Rs. 80,00,00,000/- (Eighty Crore) divided into
80,00,00,000 (Eighty Crore) Equity Shares of face value of Rs. 1/- each.
The issued, subscribed and paid up equity capital is Rs. 79,68,75,000/- comprising 79,68,75,000 Equity Shares of
Rs. 1/- each.
6. CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the financial year under review.
7. MAINTAINANCE OF COST RECORDS:
The Company has adequately maintained the cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013.
8. STATE OF COMPANY AFFAIRS:
The state of your Company''s affairs is given under the heading ''Financial Summary/ Highlights'', Overview of
Company''s Performance and various other headings in this Report and the Management Discussion and Analysis
Report, which forms part of the Annual Report.
9. DEPOSITS:
During the year under review, 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.
10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
The Company has taken adequate steps for conservation of energy. The Company has not imported any
technology during the year and there are no plans to import any kind of technology in near future.
Hence information regarding its absorption is not applicable. There was no research activities carried out during
the year as well as no foreign exchange income or outgo during the year.
11. PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith
as Annexure-A.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no such material changes occurred subsequent to the close of the financial year of the Company to
which the balance sheet relates and the date of the report which can affect the financial position of the
Company.
13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No material order has been passed by the Regulators/Court or Tribunals which can impact the going concern
status and Company''s operation in future.
14. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no proceedings that were filed by the Company or against the
Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National
Company Law Tribunal or other Courts.
15. 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:
The disclosure is not applicable as the Company has not undertaken any one-time settlement with the banks or
financial institutions during the year.
16. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013:
The company has complied with the provision relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The company has adopted policy on prevention of sexual harassment of women at workplace in accordance with
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended 31st March, 2025, the company has not received any complaints pertaining to
sexual harassment.
17. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company have not any subsidiary, associate or joint venture company and hence details relating to them are
not applicable and provided for.
18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are
given in the notes to the Financial Statements.
19. MEETING OF BOARD OF DIRECTORS:
During the year under review, 06 (Six) Board meetings were held on 28/05/2024, 12/08/2024, 20/09/2024,
09/10/2024 ,03/01/2025 and 12/02/2025 with gap between Meetings in accordance with provision of the
Companies Act, 2013 read with rules made thereunder and the applicable Secretarial Standard.
The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by
comprehensive notes and detailed background information are circulated well in advance before the date of the
meeting thereby enabling the Board to take informed decisions.
The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat
have been provided in the Corporate Governance Report which forms part of this Annual Report of the
Company.
20. MEETING OF MEMBERS:
During the year under review, No any Extra Ordinary General Meeting was held during the year.
40th Annual General Meeting of the members of the Company was held on 11th September, 2024.
21. COMMITTEES OF THE BOARD:
There are currently Five Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
5. Risk Management Committee
All the recommendations made by these Committees to the Board were accepted by the Board. Details of
committees, its composition, committee meetings held etc. are provided in the Report on Corporate Governance.
AUDIT COMMITTEE:
The Audit Committee met five times in the financial year 2024-25 i.e. on 28/05/2024, 12/08/2024, 09/10/2024,
03/01/2025 and 12/02/2025.
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance
Report, which is a part of this report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee met three times in the financial year 2024-25 i.e. on 28/05/2024,
12/08/2024 and 09/10/2024.
The details pertaining to the composition of the Nomination and Remuneration Committee are included in the
Corporate Governance Report, which is a part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee met four times during the Financial Year 2024-25 i.e. on 28/05/2024,
12/08/2024, 09/10/2024 and 12/02/2025.
The details pertaining to the composition of the Stakeholder Relationship Committee are included in the
Corporate Governance Report, which is a part of this report.
RISK MANAGEMENT COMMITTEE:
The Risk Management Committee met two times during the Financial Year 2024-25 i.e. on 12/08/2024 and
12/02/2025.
The details pertaining to the composition of the Risk Management Committee are included in the Corporate
Governance Report, which is a part of this report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate
Social Responsibility Policy (CSR Policy) in accordance with the provisions of Section 135 of Companies Act,
2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company.
The Corporate Social Responsibility Committee met two times during the Financial Year 2024-25 i.e. on
12/08/2024 and 12/02/2025. A brief outline of the CSR policy of the Company and the initiatives undertaken by
the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in
the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company''s
website at https://www.rhetan.com/policies/CSR-Policy.pdf
During the financial year ended 31st March, 2025, the Company has spent CSR expenditure of Rs. 10,20,000
(Rupees Ten Lakh Twenty Thousand Only).
The details pertaining to the composition of the Corporate Social Responsibility Committee are included in the
Corporate Governance Report, which is a part of this report.
22. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Return in
form MGT-7 as on March 31, 2025 of the Company will be prepared in accordance with Section 92(1) of the
Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 will be
placed on the website of the Company and accessible at the website of the Company
https://www.rhetan.com/annual-returns.html
23. INSURANCE:
All the Properties of the Company are adequately insured.
24. AGREEMENTS EFFECTING THE CONTROL OF THE COMPANY:
No agreements have been entered / executed by the parties as mentioned under clause 5A of paragraph A of
Part A of Schedule III of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015 which, either
directly or indirectly effect / impact the Management or Control of the Company or impose any restriction or
create any liability upon the Company.
25. RELATED PARTY TRANSACTIONS:
There was significant related party transactions entered between the Company, Directors, management, or their
relatives. Hence, disclosure in Form AOC-2 is provided as Annexure B.
All the contracts/arrangements/transactions entered into by the Company with the related parties during the
financial year 2024-25 were in the ordinary course of business and on an arm''s length basis as disclosed in the
financial statements and were reviewed and approved by the Audit Committee. The details of related party
disclosure form a part of the notes to the financial statements provided in the annual report.
Related Party disclosure under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure
Peril i ire merited Peai iletinnc 9H1 ^ ic ac nnrler-
Sr. Disclosure of loans / advances / investments / As at 31st March, Maximum amount
No. Outstanding during the year 2025 (Amount in during the year
Lakhs) (Amount in Lakhs)
1 Loans and advances in the nature of loans to subsidiary 0 0
2 Loans and advances in the nature of loans to associate 0 0
Loans and advances in the nature of loans to
3 firms/companies in which directors are interested 270,51 270,51_
26. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including
Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
As on March 31, 2025, the compositions of the Board consist of 6 Directors comprising of 4 Independent
Directors, 1 Non-Executive Directors and 1 Executive Director, details thereof have been provided in the
Corporate Governance Report.
All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors
in terms of Section 164 of the Companies Act, 2013. The details of Board and Committee composition, tenure of
directors, and other details are available in the Corporate Governance Report, which forms part of this Annual
Report.
⢠Re-appointment pursuant to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Shalin A. Shah (DIN: 00297447) retires by rotation at the ensuing Annual General Meeting and
being eligible in terms of Section 164 of the Act offers himself for re-appointment. Profile and other details of
the director as per Secretarial Standard -2 and Regulation 36(3) of SEBI (LODR) Regulation, 2015 are provided as
Annexure to Notice convening Annual General Meeting.
⢠Key Managerial Personnel ("KMP"):
In terms of Section 203 of the Companies Act, 2013 the company has following Key Managerial Personnel as on
31st March, 2025:
o Mr. Shalin A. Shah, Managing Director,
o Mr. Subha Ranjan Dash, Chief Financial Officer and
o Mrs. Riddhi D. Shah, Company Secretary and Compliance Officer (Appointed w.e.f 28th May, 2024)
1. Mrs. Payal Punit Pandya, Company Secretary of the Company was resigned w.e.f. 25th May, 2024 due to
better Career Opportunities.
2. Ms. Riddhi Dineshbhai Shah was appointed as the Company Secretary of the Company w.e.f. 28th May,
2024, by the Board of Directors in their meeting held on 28th May, 2024.
Disclosure for the same pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with Clause 7 of
Part A of schedule III of Listing Regulations has already submitted to the exchange. The company confirm
that there are no other material reasons other than those provided above.
⢠Independent Director:
3. Mr. Yash Vishwanath Bodade (DIN: 10669649) was appointed as an Additional (Independent) Director by
the Board of Directors w.e.f. 12th August, 2024. Further, his appointment was ratified by the shareholders
of the Company at their Annual General Meeting held on 11th September, 2024.
In the opinion of the Board, Mr. Yash Vishwanath Bodade (DIN: 10669649) is a person of integrity, expert
and experienced (including the proficiency).
4. Mr. Paragkumar Prakashchandra Raval (DIN: 10735752) was appointed as an Additional (Independent)
Director by the Board of Directors w.e.f. 12th August, 2024. Further, his appointment was ratified by the
shareholders of the Company at their Annual General Meeting held on 11th September, 2024.
In the opinion of the Board, Mr. Paragkumar P. Raval (DIN: 10735752) is a person of integrity, expert and
experienced (including the proficiency).
5. Mr. Paragkumar Prakashchandra Raval (DIN: 10735752) of the Company was resigned w.e.f. 11th August,
2025 due to Personal Reasons.
27. DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013.Further, the Independent Directors have also submitted their
declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent
Director''s name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five
years or life time till they continues to hold the office of an independent director.
28. ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board had
carried out performance evaluation of its own, the Board Committees and of the Independent directors. The
Independent Directors of the Company at their separate meeting held on March 13, 2025 has evaluated
performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Management Discussion and Analysis Report forms part of this Report as Annexure-C
30. CEO AND CFO CERTIFICATION:
Mr. Shalin A. Shah, Managing Director and Mr. Subha Ranjan Dash, CFO have given certificate to the board as
contemplated in SEBI Listing Regulations. The said certificate is attached as Annexure-D.
31. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 543590 & security
Symbol: RHETAN. The Company confirms that the annual listing fee to the stock exchange for the financial year
2025-26 has been paid.
32. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for
determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any
Directors of the Company including Managing Director during the year 2024-25.
33. DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of the Company had formulated a
Dividend Distribution Policy (''the Policy''). The Policy is available on the Company''s website URL
https://www.rhetan.com/policies/Dividend-Distribution-Policy.pdf.
34. MANAGERIAL REMUNERATION:
The Company had not paid any remuneration to the Managing Director or any sitting fees to Non-Executive
Directors for attending any meetings during the financial year ended 31st March, 2025.
35. INDEPENDENT DIRECTORS'' MEETING:
Independent Directors of the Company had met during the year under the review on 13th March, 2025. The
details of the Independent Directors Meeting and the attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Report.
36. AUDITORS:
A. Statutory Auditors
Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. GMCA
& Co., Chartered Accountants, Ahmedabad (FRN: 109850W), were appointed as Statutory Auditors of the
company from the conclusion of 38th Annual General Meeting of the company held on 27th July, 2022 till the
conclusion of Annual General Meeting to be held on 2026. The Notes to the financial statements referred in the
Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed Mr. Chintan K. Patel, Practicing Company
Secretary, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is
annexed herewith as Annexure-E.
The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do
not call for any further comments.
As per Section 204 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 Pursuant to the provisions of Regulation 24A of SEBI LODR (Third Amendment) Regulations, the board
in its meeting held on 29th August,2025 had recommended the appointment of Mr. Chintan K.Patel, Practicing
Company Secretaries (Membership ship No. 31987 , COP No. 11959 and Peer Review No.: 2175/2022),as the
Secretarial Auditor of the Company period of five consecutive years i.e. from F.Y 2025-26 to F.Y 2029-30 to
conduct the annual secretarial Audit subject to approval of Shareholders by way of Ordinary resolution as
proposed in the Notice of 41st Annual General Meeting.
The Company had received required declarations/consents from the Secretarial Auditors confirming that they
have been Peer Reviewed and are eligible to be appointed as Secretarial Auditors.
C. Cost Auditor:
As per companies (Cost Records and Audit) Rules, 2014 as amended by companies (Cost Records and Audit)
Amendment Rules, 2014, issued by the Central Government. The company is not required to get its cost record
audited by Cost Auditor.
37. SECRETARIAL STANDARDS:
During the year under review, the Company has complied with all the applicable provisions of Secretarial
Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India (as amended).
38. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
During the year under review, the Statutory Auditors and Secretarial Auditor of the Company have not reported
any instances of fraud committed in the Company by Company''s officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.
39. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System, appropriate considering the size and complexity of its
operations. The internal financial controls are adequate and operating effectively so as to ensure orderly and
efficient conduct of business operations. The Audit Committee in consultation with the internal auditors
formulates the scope, functioning, periodicity and methodology for conducting the internal audit.
Based on the internal audit report review by the Audit committee, process owners undertake necessary actions
in their respective areas. The internal auditors have expressed that the internal control system in the Company is
robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance
of all the applicable laws and that such systems are adequate and operating effectively.
40. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviews and assesses
significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in
place. Senior management periodically reviews this risk management framework to keep updated and address
emerging challenges. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis.
41. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (''Act'') and Rules made thereunder, your Company has assigned the responsibilities to Audit
Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.
|
Number of complaints of sexual harassment received in the year |
NIL |
|
Number of complaints disposed off during the year |
NIL |
|
Number of cases pending for more than ninety days |
NIL |
During the year under review, your Company has not received any complaint pertaining to sexual harassment.
42. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
Pursuant to the provisions of the Maternity Benefit Act, 1961, as amended, during the financial year ended
March 31, 2025, there were no instances wherein any woman employee of the Company availed or applied for
maternity benefits as stipulated under the Maternity Benefit Act, 1961, including but not limited to maternity
leave, medical bonus, nursing breaks, or creche facility.
Accordingly, the specific provisions of the Act were not attracted during the reporting period. However, the
Company continues to maintain an internal policy framework that is compliant with the applicable provisions of
the Maternity Benefit Act, 1961, and remains committed to implementing all statutory benefits as and when the
circumstances so require.
The Company further affirms its commitment to uphold the principles of equality, non-discrimination, and
employee welfare, and shall continue to ensure compliance with all applicable labour laws, including those
concerning maternity benefits, in both letter and spirit.
43. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted
Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report
genuine concerns in such manner as may be prescribed and to report to the management instances of unethical
behaviour, actual or suspected fraud or violation of the Company''s code of conduct.
The detailed Whistle Blower Policy is available on Company''s Website:
https://www.rhetan.com/policies/Whistle-Blower-Policy.pdf
44. 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''s 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. The Board is responsible for implementation of the
Code. All Board Directors and the designated employees have confirmed compliance with the Code.
45. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and
according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year 31st March, 2025 and of the profit and loss of the company for that
period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets
of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively, and
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
46. MIGRATION FROM BSE SME PLATFORM TO BSE MAIN BOARD:
The members of the Company have passed Special Resolution to migrate the Company from SME platform of BSE
Limited to Main Board of BSE Limited (''BSE'') through on 01st February, 2023. The Company got the final approval
from BSE Limited on 02nd May, 2024 for migration of the Company to BSE Main Board with effect from 06th May,
2024.
47. CORPORATE GOVERNANCE:
Your Company believes in conducting its affairs in a fair, transparent, and professional manner along with good
ethical standards, transparency and accountability in dealings with all its constituents. Your Company has
complied with all the Mandatory Requirements of Corporate Governance norms as required under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended.
As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the
Annual Report. Report on Corporate Governance is attached as Annexure-F
The Practicing Company Secretary''s Certificate of the compliance with Corporate Governance requirements by
the Company is attached to the Report on Corporate Governance as Annexure-G.
48. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
As required by the Companies Act, 2013, a Business Responsibility and Sustainability Reporting is given as a part
of the Annual Report. Business Responsibility and Sustainability Reporting is attached as Annexure-H
49. CORPORATE SOCIAL RESPONSIBILITY REPORTING
As required by the Companies Act, 2013, a detailed report on Corporate Social Responsibility Report is given as a
part of the Annual Report. Corporate Social Responsibility Report is attached as Annexure-I.
50. DISCLOSURE OF FINES/PENALTIES LEVIED:
No any fines/Penalties have been levied by regulatory authority during the year.
51. DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:
There are no shares lying in the demat suspense account or unclaimed suspense account.
Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard
work and significant contribution made by employees at all levels for the development of the Company. Your
Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates,
government, other statutory bodies and look forward to their continued assistance, co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: 29th August, 2025
Sd/- Sd/-
Shalin A. Shah Ashok C. Shah
Managing Director Director
DIN: 00297447 DIN: 02467830
Mar 31, 2024
Your Directors have pleasure in presenting their 40th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2024.
1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
(Rs. in Lakhs)
|
Particulars |
Year ended 31/03/2024 |
Year ended 31/03/2023 |
|
Total Revenue |
6521.36 |
8694.13 |
|
Expenditure |
5996.30 |
7979.39 |
|
Profit/(Loss) before Depreciation |
596.58 |
780.84 |
|
Depreciation |
71.51 |
66.10 |
|
Profit/(Loss) before Tax |
525.07 |
714.74 |
|
Extraordinary/Exceptional items |
- |
- |
|
Tax Expenses |
||
|
(a) Current Tax |
120.65 |
170.27 |
|
(b) Deferred Tax |
17.38 |
2.70 |
|
Profit/(Loss) after Tax |
387.04 |
541.77 |
2. OVERVIEW OF COMPANY''S PERFORMANCE:
The Company is into the business of manufacturing of TMT Bars. The revenue from operations was Rs. 6476.62 Lakh in the Current year as compared to the revenue from operations of Rs. 8602.15 Lakhs during the previous year. The profit after tax was Rs. 387.04 Lakhs in the Current year as compared to the profit after Tax of Rs. 541.77 Lakhs in the previous financial year.
The performance of the Company in terms of overall revenue generation during the period under review is quite satisfactory.
3. DIVIDEND:
After considering the present circumstances holistically and keeping in view the need to conserve the resources in the long run for future, the Board of Directors of the Company decided that it would be prudent not to recommend any dividend for the year under review.
4. TRANSFER TO RESERVE:
Reserves & Surplus at the end of the year stood at Rs. 934.75 Lakhs as compared to Rs. 547.71 Lakhs at the beginning of the year.
5. SHARE CAPITAL:
During the year under review, there has been no change in the Capital Structure of the Company.
- At present, the Company has only one class of shares - equity shares with face value of Rs. 1/- each. During the year under review, The authorised share capital of the Company is Rs. 80,00,00, 000/- (Eighty Crore) divided into 80,00,00,000 Equity Shares of face value of Rs. 1/- each.
- The issued, subscribed and paid up equity capital is Rs. 79,68,75,000/- comprising 79,68,75,000 Equity Shares of Rs. 1/- each.
6. CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the financial year under review.
7. MAINTAINANCE OF COST RECORDS:
The Company has adequately maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.
8. STATE OF COMPANY AFFAIRS:
The state of your Company''s affairs is given under the heading ''Financial Summary/ Highlights'', Overview of Company''s Performance'' and various other headings in this Report and the Management Discussion and Analysis Report, which forms part of the Annual Report.
9. DEPOSITS:
During the year under review, 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.
10. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
The Company has taken adequate steps for conservation of energy. The Company has not imported any technology during the year and there are no plans to import any kind of technology in near future.
Hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.
11. PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-A.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.
13. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No material order has been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.
14. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.
15. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The company has adopted policy on prevention of sexual harassment of women at workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended 31st March, 2024, the company has not received any complaints pertaining to sexual harassment.
16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company have not any subsidiary, associate or joint venture company and hence details relating to them are not applicable and provided for.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
18. MEETING OF BOARD OF DIRECTORS:
The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
During the year under the review, the Board met 05 (Five) times during the year on 24/05/2023, 01/09/2023, 05/10/2023,08/11/2023 and 29/02/2024 with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under.
Five (05) meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.
19. MEETING OF MEMBERS:
During the year under review, No any Extra Ordinary General Meeting was held during the year.
39th Annual General Meeting of the members of the Company was held on 28th September, 2023.
20. COMMITTEES OF THE BOARD:
The Board has constituted four committees, viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders'' Relationship Committee. All the recommendations made by these Committees to the Board were accepted by the Board. Details of committees, its composition, committee meetings held etc. are provided in the Report on Corporate Governance.
AUDIT COMMITTEE:
The Audit Committee met two times in the financial year 2023-24 i.e. on 24/05/2023 and 08/11/2023.
The major terms of reference of the Audit Committee include:
- Examination of Financial Statements and Auditor''s Report thereon;
- Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
- Evaluation of internal financial controls and risk management systems;
- Approval or modifications of related party transactions;
- Review functioning of the Whistle Blower mechanism;
- Scrutiny of inter-corporate loans and investments.
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee met one time in the financial year 2023-24 i.e. on 01/09/2023.
The major terms of reference of the Nomination & Remuneration Committee include:
-Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
-Formulation of the criteria for determining qualifications, positive attributes and independence of a director; -Specifying the manner for effective evaluation of performance of Board, its committees and individual directors; -Recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which is a part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee met four times during the Financial Year 2023-24 i.e. on 24/05/2023, 01/09/2023, 08/11/2023 and 29/02/2024.
The major terms of reference of the Stakeholders Relationship Committee include:
- Consideration & Resolution of the grievances of security holders of the Company;
- Reviewing of Transfer/ Transmission requests/ Demat/ Remat requests of the security shareholders and issuance of duplicate share certificate, if any.
The details pertaining to the composition of the Stakeholder Relationship Committee are included in the Corporate Governance Report, which is a part of this report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions of Section 135 of Companies Act, 2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company.
The Corporate Social Responsibility Committee met two times during the Financial Year 2023-24 i.e. on 08/11/2023 and 29/02/2024. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure I of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company''s website at https://www.rhetan.com/policies/CSR-Policy.pdf
The major terms of reference of the Corporate Social Responsibility Committee" include:
- formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII in areas or subject, specified
in Schedule VII;
- recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
- monitor the Corporate Social Responsibility Policy of the company from time to time.
During the financial year ended 31st March, 2024, the Company has done CSR expenditure of Rs. 6,79,931 (Rupees Six Crore Seventy Nine Lakh nine hundred thirty one Only).
The details pertaining to the composition of the Corporate Social Responsibility Committee are included in the Corporate Governance Report, which is a part of this report.
21. EXTRACTS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: http://rhetan.com/annual-returns.html
22. INSURANCE:
All the Properties of the Company are adequately insured.
23. RELATED PARTY TRANSACTIONS:
There was significant related party transactions entered between the Company, Directors, management, or their relatives. Hence, disclosure in Form AOC-2 is provided as Annexure B.
All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2023-24 were in the ordinary course of business and on an arm''s length basis as disclosed in the financial statements and were reviewed and approved by the Audit Committee. The details of related party disclosure form a part of the notes to the financial statements provided in the annual report.
Related Party disclosure under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:
|
Sr. No. |
Disclosure of loans / advances / investments / Outstanding during the year |
As at 31st March, 2024 (Amount in Lakhs) |
Maximum amount during the year (Amount in Lakhs) |
|
1 |
Loans and advances in the nature of loans to subsidiary |
0 |
0 |
|
2 |
Loans and advances in the nature of loans to associate |
0 |
0 |
|
3 |
Loans and advances in the nature of loans to firms/companies in which directors are interested |
232.41 |
232.41 |
Further, transactions if any of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are given in the notes to the Financial Statements.
24. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
Following changes took place in the Board of Directors and Key Managerial Personnel of the Company:
> Mrs. Twinkle Chheda resigned from the office of Independent Director W.e.f. 30th June, 2023, due to personal reasons. The Company had received a confirmation that there are no material reasons for her resignation other than the reasons provided by her.
In the opinion of the Board, Mrs. Twinkle Chheda was a person of integrity, expert and experienced (including the proficiency).
> Mrs. Deepti G. Gavali was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. 1st September, 2023. Further, her appointment was ratified by the shareholders of the Company at their Annual General Meeting held on 28th September, 2023.
In the opinion of the Board, Mrs. Deepti G. Gavali is a person of integrity, expert and experienced (including the proficiency).
> Mr. Yash Vishwanath Bodade (DIN: 10669649) was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. w.e.f. 12th August, 2024. Further, his appointment was ratified by the shareholders of the Company at their Annual General Meeting held on 11th September, 2024.
In the opinion of the Board, Mr. Yash Vishwanath Bodade (DIN: 10669649) is a person of integrity, expert and experienced (including the proficiency).
> Mr. Paragkumar P. Raval (DIN: 10735752) was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. w.e.f. 12th August, 2024. Further, his appointment was ratified by the shareholders of the Company at their Annual General Meeting held on 11th September, 2024.
In the opinion of the Board, Mr. Paragkumar P. Raval (DIN: 10735752) is a person of integrity, expert and experienced (including the proficiency).
> Ms. Riddhi Dineshbhai Shah was appointed as the Company Secretary of the Company w.e.f. 28th May, 2024, by the Board of Directors in their meeting held on 28th May, 2024.
> Mrs. Payal Punit Pandya, Company Secretary of the Company resigned w.e.f. 25th May, 2024 due to better Career Opportunities.
> In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashok C. Shah (DIN:02467830) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent Director''s name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continues to hold the office of an independent director.
25. ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report forms part of this Report as Annexure-C
27. CEO AND CFO CERTIFICATION:
Mr. Shalin A. Shah, Managing Director and Mr. Subha Ranjan Dash, CFO have given certificate to the board as contemplated in SEBI Listing Regulations. The said certificate is attached as Annexure-D.
28. LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 543590 & security Symbol: RHETAN. The Company confirms that the annual listing fee to the stock exchange for the financial year 2024-25 has been paid.
29. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any of the Directors of the Company including Managing Director during the year 2023-24
30. DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Board of the Company had formulated a Dividend Distribution Policy (''the Policy''). The Policy is available on the Company''s website URL https://www.rhetan.com/policies/Dividend-Distribution-Policy.pdf.
31. MANAGERIAL REMUNERATION:
The Company had not paid any remuneration to the Managing Director or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended 31st March, 2024.
32. INDEPENDENT DIRECTORS'' MEETING:
Independent Directors of the Company had met during the year under the review on 29th February, 2024. The Independent Directors'' in its meeting reviewed and considered:
1. The performance of Non-Independent Directors and the Board of Directors;
2. The performance of the Chairperson of the Company;
3. Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
33. AUDITORS:
A. Statutory Auditors
Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. GMCA & Co., Chartered Accountants, Ahmedabad (FRN: 109850W),) were appointed as Statutory Auditors of the company from the conclusion of 38th Annual General Meeting of the company held on 27th July, 2022 till the conclusion of Annual General Meeting to be held on 2026. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K. Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-E.
The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.
C. Cost Auditor:
As per companies (Cost Records and Audit) Rules, 2014 as amended by companies (Cost Records and Audit) Amendment Rules, 2014, issued by the Central Government. The company is not required to get its cost record audited by Cost Auditor.
34. SECRETARIAL STANDARDS:
The Company duly complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
35. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Company during the year under review.
36. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System, appropriate considering the size and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit.
Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
37. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
38. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.
39. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct.
40. 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''s 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. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
41. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2024 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
42. MIGRATION FROM BSE SME PLATFORM TO BSE & NSE MAIN BOARD:
The members of the Company have passed Special Resolution to migrate the Company from SME platform of BSE Limited to Main Board of BSE Limited (''BSE'') through on 01st February, 2023. The Company got the final approval from BSE Limited on 03rd May, 2024 for migration of the Company to BSE Main Board with effect from 06th May, 2024.
43. CORPORATE GOVERNANCE:
As required by the SEBI Listing Regulations, a detailed report on Corporate Governance is given as a part of the Annual Report. Report on Corporate Governance is attached as Annexure-F
The Practicing Company Secretary''s Certificate of the compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance as Annexure-G.
44. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
As required by the Companies Act, 2013, a Business Responsibility and Sustainability Reporting is given as a part of the Annual Report. Business Responsibility and Sustainability Reporting is attached as Annexure-H
45. CORPORATE SOCIAL RESPONSIBILITY REPORTING
As required by the Companies Act, 2013, a detailed report on Corporate Social Responsibility Report is given as a part of the Annual Report. Corporate Social Responsibility Report is attached as Annexure-I.
46. DISCLOSURE OF FINES/PENALTIES LEVIED:
Penalty of Rs. Rs. 14,23,025/- has been levied by Employee Compensation Commissioner /Deputy Labour Commissioner Azamgarh Division on 12/04/2024 . Subsequently an appeal was filed on 06/07/2024 to set aside the ex-parte award.
At present, stay has been granted by Employee Compensation Commissioner /Deputy Labour Commissioner Azamgarh Division in this matter.
47. ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels for the development of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: 12th August, 2024
Sd/- Sd/-
Shalin A. Shah Ashok C. Shah
Managing Director Director DIN: 00297447 DIN: 02467830
Mar 31, 2023
The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March, 2023.
1. FINANCIAL SUMMARY/ HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|
(Rs. in Lakhs) |
||
|
Particulars |
Year ended 31/03/2023 |
Year ended 31/03/2022 |
|
Total Revenue |
8694.13 |
6703.45 |
|
Expenditure |
7979.39 |
6416.23 |
|
Profit/(Loss) before Depreciation |
780.84 |
333.79 |
|
Depreciation |
66.10 |
46.57 |
|
Profit/(Loss) before Tax |
714.74 |
287.22 |
|
Extraordinary/Exceptional items |
- |
- |
|
Tax Expenses |
||
|
(a) Current Tax |
170.27 |
49.80 |
|
(b) Deferred Tax |
2.70 |
2.99 |
|
Profit/(Loss) after Tax |
541.77 |
234.43 |
2. OVERVIEW OF COMPANY''S PERFORMANCE:
The Company is into the business of manufacturing of TMT Bars. The revenue from operations was Rs. 8602.15 Lakhs as compared to the revenue from operations of Rs. 6702.87 Lakhs during the previous year. The profit after tax increased from Rs. 234.43 Lakhs in the previous year to Rs. 541.77 Lakhs in the current financial year.
The performance of the Company in terms of overall revenue generation during the period under review is quite satisfactory.
After considering the present circumstances holistically and keeping in view the need to conserve the resources in the long run for future, the Board of Directors of the Company decided that it would be prudent not to recommend any dividend for the year under review.
Reserves & Surplus at the end of the year stood at Rs. 547.71 Lakhs as compared to Rs. 1049.69 Lakhs at the beginning of the year.
During the year under review, the shareholders of the Company at their Extra Ordinary General Meeting held on 13th January, 2023 approved the following changes in the capital structure of the Company:
(a) Increase in Authorized Share Capital of the Company from Rs. 21,50,00,000/- (Rupees Twenty One Crore Fifty Lakh only), divided into 21500000 (Two Crore Fifteen Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 80,00,00,000/- (Rupees Eighty Crore only), divided into 80000000 (Eight Crore) Equity Shares of Rs. 10/- (Rupees Ten) each.
(b) Sub-Division/ Split of Equity Shares of the Company from face value of Rs. 10/- each to face value of Re.1/-each.
(c) Issue of Bonus Shares in the ratio of 11 (Eleven) Bonus Equity Shares for every 4 (Four) fully paid-up equity shares by capitalizing a sum not exceeding Rs. 58,43,75,000/- (Rupees Fifty Eight Crore Forty Three Lakh Seventy Five Thousand only).
At present, the Company has only one class of shares - equity shares with face value of Rs. 1/- each. The authorised share capital of the Company is divided into 800000000 Equity Shares of face value of Rs. 1/- each amounting to Rs. 80,00,00,000/- and issued, subscribed and paid up equity capital has increased from Rs. 21,25,00,000/- comprising 212500000 equity shares of Re. 1/- each to Rs. 79,68,75,000/- comprising 796875000 Equity Shares of Re. 1/- each.
6. ISSUE AND ALLOTMENT OF BONUS EQUITY SHARES:
The Board of Directors of the Company in their meeting held on 21st December, 2022 approved Issue of Bonus Shares in the ratio of 11 (Eleven) Bonus Equity Shares for every 4 (Four) fully paid-up equity shares by capitalizing a sum not exceeding Rs. 58,43,75,000/- (Rupees Fifty Eight Crore Forty Three Lakh Seventy Five Thousand only), subject to approval of members of the Company. Further, the shareholders of the Company at their Extra Ordinary General Meeting held on 13th January, 2023 approved the issue of Bonus Equity Shares.
Subsequently, the Board of Directors of the Company in their meeting held on 17th March, 2023 allotted 584375000 Bonus Equity Shares of face value of Re. 1/- to the list of beneficial owners as on 10th March, 2023, being the record date fixed for that purpose.
7. CHANGE IN NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the financial year under review.
8. MAINTAINANCE OF COST RECORDS:
The Company has adequately maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.
The state of your Company''s affairs is given under the heading ''Financial Summary/ Highlights'', Overview of Company''s Performance'' and various other headings in this Report and the Management Discussion and Analysis Report, which forms part of the Annual Report.
During the year under review, 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.
11. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
The Company has taken adequate steps for conservation of energy. The Company has not imported any technology during the year and there are no plans to import any kind of technology in near future and hence information regarding its absorption is not applicable. There was no research activities carried out during the year as well as no foreign exchange income or outgo during the year.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure-I.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no such material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report which can affect the financial position of the Company.
14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No material order has been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company''s operation in future.
15. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The company has adopted policy on prevention of sexual harassment of women at workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the financial year ended 31st March, 2023, the company has not received any complaints pertaining to sexual harassment.
16. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate or joint venture company and hence details relating to them are not applicable and provided for.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.
18. MEETING OF BOARD OF DIRECTORS:
The Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.
During the year under the review, the Board met 14 (fourteen) times during the year on 04/05/2022, 10/05/2022, 01/06/2022, 06/06/2022, 13/06/2022, 14/06/2022, 04/07/2022, 27/07/2022, 10/08/2022, 30/08/2022, 12/11/2022, 21/12/2022, 30/12/2022 and 17/03/2023 with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made there under.
|
Name of Directors |
DIN |
Category |
Number of Meetings Attended / Total Meetings held during the year 2022-23 |
Attendance at the last AGM held on 27/07/2022 |
|
Mr. Shalin A. Shah |
00297447 |
Managing Director |
14/14 |
Yes |
|
Mr. Ashok C. Shah |
02467830 |
Non Executive Director |
14/14 |
Yes |
|
Mr. Rushabh R. Shah |
09474282 |
Independent Director |
14/14 |
Yes |
|
Ms. Twinkle K. Chheda |
09502345 |
Independent Director |
14/14 |
Yes |
|
Ms. Deepti G. Gavali |
10272798 |
Additional (Independent) Director |
- |
- |
During the year under review, Extra Ordinary General Meeting was held on 1st June, 2022 and 13th January, 2023. 38th Annual General Meeting of the members of the Company was held on 27th July, 2022.
Special Resolution through Postal Ballot/E-voting was passed on 1st February, 2023.
During the year, in accordance with the Companies Act, 2013, the Board constituted some of its Committees. AUDIT COMMITTEE:
The major terms of reference of the Audit Committee include:
- Examination of Financial Statements and Auditor''s Report thereon;
- Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
- Evaluation of internal financial controls and risk management systems;
- Approval or modifications of related party transactions;
- Review functioning of the Whistle Blower mechanism;
- Scrutiny of inter-corporate loans and investments.
Composition of Audit Committee as on the date of the report:
|
Sr. No. |
Name of the Director |
DIN |
Status |
Category |
|
1 |
Mr. Rushabh Shah |
09474282 |
Chairperson |
Non-Executive Independent Director |
|
2. |
Ms. Twinkle Chheda (upto 30/06/2023) |
09502345 |
Member |
Non-Executive Independent Director |
|
3. |
Mrs. Deepti Gavali (w.e.f. 01/09/2023) |
10272798 |
Member |
Additional (Independent) Director |
|
4. |
Mr. Ashok Shah |
02467830 |
Member |
Non-Executive Director |
|
Committee Members |
Meetings held |
Meetings attended |
|
Mr. Rushabh Shah |
4 |
4 |
|
Ms. Twinkle Chheda (upto 30/06/2023) |
4 |
4 |
|
Mrs. Deepti Gavali (w.e.f. 01/09/2023) |
- |
- |
|
Mr. Ashok Shah |
4 |
4 |
Number of Audit Committee Meetings held during the year:
The Audit Committee met four times in the financial year 2022-23 i.e. on 04/05/2022, 10/05/2022, 10/08/2022 and 12/11/2022.
NOMINATION AND REMUNERATION COMMITTEE:The major terms of reference of the Nomination & Remuneration Committee include:
-Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;
-Formulation of the criteria for determining qualifications, positive attributes and independence of a director; -Specifying the manner for effective evaluation of performance of Board, its committees and individual directors; -Recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
Composition of Nomination & Remuneration Committee as on the date of the report:
|
Sr. No. |
Name of the Director |
DIN |
Status |
Category |
|
|
1 |
Mr. Rushabh Shah |
09474282 |
Chairperson |
Non-Executive Independent Director |
|
|
2. |
Ms. Twinkle Chheda (upto 30/06/2023) |
09502345 |
Member |
Non-Executive Independent Director |
|
|
3. |
Mrs. Deepti Gavali (w.e.f 01/09/2023) |
10272798 |
Member |
Additional (Independent) Director |
|
|
4. |
Mr. Ashok Shah |
02467830 |
Member |
Non-Executive Director |
|
|
Attendance of each member of the Nomination and Remuneration Committee: |
|||||
|
Committee Members |
Meetings held |
Meetings attended |
|||
|
Mr. Rushabh Shah |
- |
- |
|||
|
Ms. Twinkle Chheda (upto 30/06/2023) |
- |
- |
|||
|
Mrs. Deepti Gavali (w.e.f. 01/09/2023) |
- |
- |
|||
|
Mr. Ashok Shah |
- |
- |
|||
Number of Nomination and Remuneration Committee Meetings held during the year:
The Nomination and Remuneration Committee did not meet during the year under review.
STAKEHOLDERS RELATIONSHIP COMMITTEE:The major terms of reference of the Stakeholders Relationship Committee include:
- Consideration & Resolution of the grievances of security holders of the Company;
- Reviewing of Transfer/ Transmission requests/ Demat/ Remat requests of the security shareholders and issuance of duplicate share certificate, if any.
Composition of Stakeholders Relationship Committee as on the date of the report:
|
Sr. No. |
Name of the Director |
DIN |
Status |
Category |
|
|
1 |
Mr. Rushabh Shah |
09474282 |
Chairperson |
Non-Executive Independent Director |
|
|
2. |
Ms. Twinkle Chheda (upto 30/06/2023) |
09502345 |
Member |
Non-Executive Independent Director |
|
|
3. |
Mrs. Deepti Gavali (w.e.f 01/09/2023) |
10272798 |
Member |
Additional (Independent) Director |
|
|
4. |
Mr. Ashok Shah |
02467830 |
Member |
Non-Executive Director |
|
|
Attendance of each member of the Stakeholders Relationship Committee: |
|||||
|
Committee Members |
Meetings held |
Meetings attended |
|||
|
Mr. Rushabh Shah |
4 |
4 |
|||
|
Ms. Twinkle Chheda (upto 30/06/2023) |
4 |
4 |
|||
|
Mrs. Deepti Gavali (w.e.f. 01/09/2023) |
- |
- |
|||
|
Mr. Ashok Shah |
4 |
4 |
|||
Number of Stakeholders Relationship Committee Meetings held during the year:
The Stakeholders Relationship Committee met four times during the Financial Year 2022-23 i.e. on 04/05/2022, 04/07/2022, 12/11/2022 and 17/03/2023.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Companies Act, 2013 consisting of following three Directors, constituted on 1st September, 2023 as under:
|
Sr. No. |
Name of the Director |
DIN |
Status |
Category |
|
1 |
Mr. Rushabh Shah |
09474282 |
Chairperson |
Non-Executive Independent Director |
|
2. |
Mr. Shalin Shah |
00297447 |
Member |
Managing Director |
|
3. |
Mr. Ashok Shah |
02467830 |
Member |
Non-Executive Director |
21. EXTRACTS OF ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web link: http://rhetan.com/annual-returns.html
All the Properties of the Company are adequately insured.
23. RELATED PARTY TRANSACTIONS:
Details of the related party transactions entered at arm''s length are given in Form AOC-2 attached as Annexure-II to the Financial Statements.
Related Party disclosure under regulation 34(3) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under:
|
Sr. No. |
Disclosure of loans / advances / investments / Outstanding during the year |
As at 31st March, 2023 (Amount in Lakhs) |
Maximum amount during the year (Amount in Lakhs) |
|
1 |
Loans and advances in the nature of loans to subsidiary |
0 |
0 |
|
2 |
Loans and advances in the nature of loans to associate |
0 |
0 |
|
3 |
Loans and advances in the nature of loans to firms/companies in which directors are interested |
0.78 |
0.78 |
Further, transactions if any of the Company with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity are given in the notes to the Financial Statements.
24. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
Following changes took place in the Board of Directors and Key Managerial Personnel of the Company:
> Ms. Twinkle Chheda resigned from the office of Independent Director w.e.f. 30th June, 2023, due to personal reasons. The Company had received a confirmation that there are no material reasons for his resignation other than the reasons provided by her.
In the opinion of the Board, Ms. Twinkle Chheda was a person of integrity, expert and experienced (including the proficiency).
> Mrs. Deepti G. Gavali was appointed as an Additional (Independent) Director by the Board of Directors w.e.f. 1st September, 2023. Further, the business of her ratification of appointment is placed before the members for their approval
In the opinion of the Board, Mrs. Deepti G. Gavali is a person of integrity, expert and experienced (including the proficiency).
> In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shalin A. Shah (DIN: 00297447) retires by rotation at the ensuing Annual General Meeting and being eligible in terms of Section 164 of the Act offers himself for re-appointment.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time, which mandated the inclusion of an Independent Director''s name in the data bank of Indian Institute of Corporate Affairs ("IICA") for a period of one year or five years or life time till they continues to hold the office of an independent director.
25. ANNUAL PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the Independent directors. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report forms part of this Report as Annexure-III.
27. CEO AND CFO CERTIFICATION:
Mr. Shalin A. Shah, Managing Director and Mr. Subha Ranjan Dash, CFO have given certificate to the board as contemplated in SEBI Listing Regulations. The said certificate is attached as Annexure-IV.
28. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director. No remuneration is paid to any of the Directors of the Company including Managing Director during the year 2022-23.
The Company had not paid any remuneration to the Managing Director or any sitting fees to Non-Executive Directors for attending any meetings during the financial year ended 31st March, 2023.
30. INDEPENDENT DIRECTORS'' MEETING:
Independent Directors of the Company had met during the year under the review on 24th March, 2023. The Independent Directors'' in its meeting reviewed and considered:
1. The performance of Non-Independent Directors and the Board of Directors;
2. The performance of the Chairperson of the Company;
3. Assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.
There are currently Four Committees of the Board as enumerated hereunder:
1. Audit Committee
2. Nomination and Remuneration Committee and
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
32. AUDITORS:A. Statutory Auditors
The Board of Directors of the Company had appointed M/s. GMCA & Co., Chartered Accountants, Ahmedabad (Firm Reg. No. 109850W), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Sunil Poddar & Co., Chartered Accountants, Ahmedabad (Firm Reg. No. 110603W) in their meeting held on 4th May, 2022 till the conclusion of the ensuing Annual General Meeting subject to the approval of Shareholders. Considering the same, the Shareholders of the Company in their meeting held on 27th July, 2022 approved appointment of M/s. GMCA & Co., Chartered Accountants, Ahmedabad for a term as the Statutory Auditors of the Company till the conclusion of Annual General Meeting to be held on 2026.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. The notes to the accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any further comments.
There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Chintan K. Patel, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure-V.
The observations of the Secretarial Auditor in the Secretarial Audit Report are self-explanatory and therefore do not call for any further comments.
The Company duly complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
34. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Company during the year under review.
35. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Financial Control System, appropriate considering the size and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. Based on the internal audit report and review by the Audit committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.
Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed and to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct.
38. 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''s 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. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
39. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2023 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
As per Regulation 15(2)(b) of the SEBI Listing Regulations, compliance with the corporate governance provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V, shall not apply to the Company.The Certificate of the non-applicability of submission of Report on Corporate Governance is attached as Annexure - VI to the Board''s Report.
41. CORPORATE SOCIAL RESPONSIBILITY:
The Board of Directors has constituted a corporate Social Responsibility (''CSR'') Committee in terms of the provisions of Section 135 of the Companies Act, 2013 consisting of 3 (three) Directors viz. Mr. Rushabh Shah (Chairman), Mr. Shalin A. Shah (Member) and Mr. Ashok C. Shah (Member).
Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) in accordance with the provisions of Section 135 of Companies Act, 2013 and Schedule VII thereto indicating the activities which can be undertaken by the Company. This Policy has been approved by the Board. The CSR Policy is available on the Company''s website at www.rhetan.com.
42. LISTING & MIGRATION OF THE COMPANY:
The Company got listed on SME Platform of BSE Limited on 5th September, 2022.
Subsequently, the Board of Directors in their meeting held on 30th December, 2022 approved Migration of the Company from SME platform of BSE Limited (BSE) to Main Board of BSE Limited and National Stock Exchange of India Limited (NSE) with a view that Migration to Main Board will take the Company into a different league altogether with enhanced recognition and increased participation by retail investors. Further, the members of the Company passed special resolution through Postal Ballot/E-voting on 1st February, 2023 for the same.
The Company has made an In-principle Application for Migration of the Company on 17th April, 2023. The said approval is awaited from the stock exchange viz. BSE Limited.
43. DISCLOSURE OF FINES/PENALTIES LEVIED:
The Board of Directors of the Company in their meeting held on 21st December, 2022 approved Issue of Bonus Shares in the ratio of 11 (Eleven) Bonus Equity Shares for every 4 (Four) fully paid-up equity shares. Further, the shareholders of the Company at their Extra Ordinary General Meeting held on 13th January, 2023 approved the issue of Bonus Equity Shares. The Company had made In-principle Application for Issue of Bonus Shares on 21st December, 2022. The Company received the In-principle approval on 21st February, 2023.
In accordance with Regulation 295(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company is required to implement the Bonus Issue within two months from the date of Board Meeting wherein the decision to announce the bonus issue was taken. Consequent to delay in receipt of In-principle Approval from the stock exchange viz. BSE Limited and subsequent delay in undertaking of various prescribed
Bonus & Sub-division of Equity Shares formalities, the stock exchange levied a fine of Rs. 10.40 Lakhs plus applicable taxes. The Company had paid the said fine on 12th April, 2023.
The fine was paid by the Company in dissent to put a stop to any further fines that may be levied by the stock exchange. Henceforth, the Company has made the request to the stock exchange for waiver of the fines imposed. Stock exchange''s revert on the said matter is awaited.
Your Directors take this opportunity to express their gratitude for the generous commitment, dedication, hard work and significant contribution made by employees at all levels for the development of the Company. Your Directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.
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