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You can view full text of the latest Director's Report for the company.

BSE: 539837ISIN: INE912T01018INDUSTRY: Refractories

BSE   ` 622.05   Open: 616.05   Today's Range 616.00
626.45
+2.40 (+ 0.39 %) Prev Close: 619.65 52 Week Range 438.00
811.00
Year End :2022-03 

We are delighted to present on behalf of Board of Directors, the 13th Annual Report of Raghav Productivity Enhancers Limited (the company or Raghav) along with Audited Financial Statement for the financial year ended March 31, 2022

The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

(' In Lakhs except EPS)

Particulars

Standalone

31/03/2022 31/03/2021

Consolidated

31/03/2022 31/03/2021

Revenue from operations

10,072.60

6,457.93

10,001.34

6,457.93

Other Income

275.37

14.23

149.77

9.30

Total Income

10,347.97

6,472.16

10,151.11

6,467.23

Finance Costs

64.08

58.86

42.42

58.89

Depreciation and amortization expenses

235.38

215.56

224.16

215.56

Total Other Expenses

7,581.38

5,186.28

7,791.28

5,245.77

Profit/(Loss) Before Tax

2,467.13

1,227.02

2,359.83

1,221.46

Less: Tax Expenses

611.07

307.54

576.34

307.54

Net Profit/ (Loss) After Tax

1,856.06

919.48

1,783.49

913.92

Earnings per share (Basic)

16.55

9.05

15.90

8.99

Earnings per share (Diluted)

16.55

9.05

15.90

8.99

2. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

During the year under review, the revenue of the company has been significantly increased in comparison to the previous financial year. Your Company has achieved standalone revenue from operations of '10,072.60 Lakhs as compared to ' 6,457.93 Lakhs in the previous financial year which shows an increase of 60%. Operational Profit (PBT) stood at ' 2,467.13 Lakhs as compared to ' 1,227.02 Lakhs in the previous Financial Year.

After deduction all expenses, the company has earned Net Profit after Tax from operations of ' 1,856.06 Lakhs in comparison to ' 919.48 Lakhs in the previous financial year; which shows an significant increase of 102%.

Further, during the year under review the company has received investment of ' 3,090.00 Lakhs by way of issuance of 15% Unsecured Compulsory Convertible Debentures (CCD's) being convertible into equity shares for the purpose of working capital and general corporate purposes.

During the year under review, The Company is in process of setting up a manufacturing plant for manufacture of special grade of Ramming Mass and other Quartz related products.

Impact of COVID-19 Pandemic

The COVID-19 pandemic, continued to be a global challenge, creating disruption across the world. In the first three months of Financial Year 2022, the second wave of the pandemic overwhelmed India's medical infrastructure. The Company has used the principles of prudence in applying judgments, estimates and assumptions to assess overall impact of the pandemic on the business and Financial Statements for the year ended March 31,2022. However, due to the uncertainties associated with the pandemic, the actual impact may not be in line with current estimates. The Company will continue to closely monitor any further development relating to COVID-19, which may have impact on business and financial position. Further the impact assessment does not indicate any adverse impact on the ability of the company to continue as a going concern. The Company has developed new plant shade for the material storage purpose. The Company's vision is to maintain leadership through consistent quality improvements in manufacturing of Silica Ramming mass and developing more quartz variants.

3. DIVIDEND

Your Company has always endeavored to retain a balance by providing an appropriate return to the Shareholders while

simultaneously retaining a reasonable portion of the profit to maintain healthy financial leverage with a view to support and fund the future expansion plans.

The Board of Directors of Company has recommended and declare Interim Dividend @5% (' 0.50/- per fully paid up equity share) amounting to ' 5.44 Crores. The dividend has been paid to members whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as beneficial owners as on, October 21,2021. Further, Company has not transferred any amount to General Reserve.

The Securities and Exchange Board of India notified the SEBI (Listing Obligations and Disclosure Requirements)(Second Amendment) Regulations 2021(“Listing Regulations”), on May 05, 2021 and amended Regulation 43A- Dividend Distribution Policy which requires top one thousand listed entities based on market capitalization shall formulate a dividend distribution policy. For the Good Governance the Company has formulated the Dividend Distribution Policy, said regulations is available on the Company's website and can be accessed at https://tiimg.tistatic.com/fm/1116159/ dividend-distribution-policv.pdf and the dividend recommended is in accordance with the Company's Dividend Distribution Policy.

The Board at its meeting held on May 14, 2022 has recommended a final dividend of ' 0.50/- per fully paid up equity share i.e 5.00% which is subject to the approval of members at the ensuing Annual General Meeting to be held on July 25, 2022. The final dividend for F.Y 2021-22 on equity shares, if approved by the Members, would involve a cash outflow of ' 5.44 Crore/-.

4. AMOUNTS TRANSFERRED TO RESERVES

Your Board doesn't propose to transfer any amount to General Reserve in terms of Section 134(3)(j) of the Companies Act, 2013 (“the Act”)for the financial year ended on March 31,2022. Further, the Balance specified in the individual head is detailed as below:

(' In Lakhs)

S.

No.

Reserve Head

Opening Balance

Addition

Deduction

Closing Balance

1.

Securities Premium Account

1776.91

0.00

0.00

1776.91

2.

Surplus/ Profit and Loss Account

3640.72

1856.06

(108.76)

5388.01

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year 2021-2022.

6. INFORMATION ABOUT SUBSIDIARIES/ ASSOCIATES COMPANY/ JOINT VENTURES

Name of Company

Raghav Productivity Solutions Private Limited

CIN

U26990RJ2020PTC072716

Type

Wholly owned Subsidiary

Raghav Productivity Solutions Private Limited is wholly Owned Subsidiary of the company and engaged in the business of manufacturing and trading of Ramming Mass. During the year Company has suffered net loss of ' 2.61 Lakhs and no such major activity has been done. There has been no material change in the nature of the business of the subsidiary.

Pursuant to the provisions of section 129(3) of the Act, the Company has prepared Consolidated Financial Statements which forms part of this Annual Report. A separate statement providing details of performance and salient features of the financial statements of the Company's Subsidiary in prescribed Form AOC-1 is annexed as ‘Annexure-1’ to this report.

The Audited Financial Statements including the consolidated financial statements of the Company and all other documents required to be attached thereto is available on the Company's website and can be accessed at i.e. www.rammingmass. com. The financial statements of the subsidiary, as required are available on the Company's website and can be accessed at i.e. www.rammingmass.com. These documents will also be available

for inspection on all working days, during business hours, at the Registered Office of the Company.

Further, there was no Company which has ceased to be Company's Subsidiary, Joint Venture or Associate Company during the financial year ended on March 31, 2022.

7. CHANGES IN CAPITAL STRUCTURE

The Authorised Share Capital of the Company is ' 12,00,00,000 (Rupees Twelve Crores Only) divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of ' 10.00 (Rupees Ten Only) each.

The Paid-up Share Capital of the Company is ' 10,87,63,000/-(Rupees Ten Crores Eighty Seven Lakhs Sixty Three Thousand Only) divided into 1,08,76,300 (One Crore Eight Lakhs Seventy Six Thousand Three Hundred) Equity Shares of ' 10.00 (Rupees Ten Only) each.

During the year there were no changes took place in the capital structure of the company.

8. ISSUANCE AND ALLOTMENT OF COMPULSORY CONVERTIBLE DEBENTURE (CCD’s)

The Company in its Extra Ordinary General meeting (EGM) held on Wednesday, August 25, 2021 approved the issuance 6,00,000 Unlisted and Unsecured Compulsorily Convertible Debentures (“CCDs”) of the Company by way of preferential allotment on private placement basis as detailed below. The company has completed the allotment of CCD's on September 09, 2021 which are convertible into ordinary Equity Shares of the Company at the end of 18 month from date of allotment of CCD's at a conversion price of ' 515/- per equity share (appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split, merger, demerger or any such capital or corporate restructuring), to the following Investor;

S. No.

Name of Investor

No. of CCD(s)

Face Value of each CCD

Total consideration

1

Rakesh Jhunjhunwala

6,00,000

' 515/-

' 30,90,00,0000 /-

9. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company's website and can be accessed at www.rammingmass.com

10. MATERIAL CHANGES AND COMMITMENTS

In pursuance to section 134(3) (L) of the Act , no material changes and commitments have occurred after the closure of the financial year to which the financial statements relate till the date of this report, affecting the financial position of the Company.

11. MATERIAL ORDERS

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of section 186 of the Act and Schedule V of the Listing Regulations, the company has made investment in its wholly owned subsidiary details of which are provided in the financial statements. Further, there are no loans granted, guarantees given or issued or securities provided by your Company in terms of section 186 of the Act, read with the rules issued there under.

13. RELATED PARTY TRANSACTION

During the financial year ended March 31, 2022, all transactions with the Related Parties as defined under section 188 the Act read with rules framed there-under and Regulation 23 of the Listing Regulations were in the ‘ordinary course of business' and ‘at arm's

length' basis. Your Company does not have a ‘Material Subsidiary' as defined under Regulation 16(1)(c) of the Listing Regulations.

During the year under review, the Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on a periodic basis. During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company except with the wholly owned subsidiary.

Further As per SEBI (LODR) Regulations, 2015 and Companies Act, 2013 transactions entered into between a holding company and its wholly owned subsidiary is exempted from any type of approvals whether by Board or shareholders.

The particulars of material contracts or arrangements with related parties referred in section 188(1) of the Act in the Form AOC-2 is annexed herewith as Annexure-2'. Necessary disclosures required under the AS-18 have been made in Note No. 38 of the Notes to the Financial Statements for the year ended March 31,2022.

Your Company has formulated a Policy on materiality of Related Party Transactions and the said Policy has been uploaded on the website of the Company and can be accessed at www.rammingmass.com. Further, your Company has an internal mechanism for the purpose of identification and monitoring of Related Party Transactions.

Further, as per the Schedule V of Listing Regulations, the disclosure requirements regarding related party transaction are as detailed below:

Particulars

Name of Entity

Type

Amount at the year-

Maximum loan/ advances/

end (' In Lacs)

investment outstanding during

the year (' In Lacs)

Loans and Advances in the

Raghav Productivity

Wholly owned

4056.31

4056.31

nature of loans to subsidiaries

Solutions Private Limited

subsidiary


14. CREDIT RATINGS

During the financial year 2021-2022, on the basis of recent development including operational and financial performance of the Company, Credit Rating Agency- CRISIL has assigned stable rating as follows:

Facilities

Ratings

Long Term Bank Facilities

CRISIL A-/Stable

Further, the company has been regular in making principal and interest repayments to the Banks and financial institutions.

15. BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the financial year ended on March 31, 2022 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

The frequency of Board Meetings and quorum at such meetings were in accordance with the Act, the Listing Regulations and Secretarial Standards-1 on Meetings of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Act and the Listing Regulations.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board plays crucial role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board of Directors and keep our governance practices under continuous review.

As on March 31, 2022, the total Board strength comprises of 6 Directors out of which 3 Directors are Executive Directors and 3 are Non- Executive Independent Directors. All Independent Directors of the company as on the date of this report have also registered on Independent Directors in Database of IICA for Independent Directors.

The Company's Board Members are from diverse backgrounds with skills and experience in critical areas like Marketing, Finance & Taxation, Economics, Law, Governance etc. Further, all Independent Directors are persons of eminence and bring a wide range of expertise and experience to the board thereby ensuring the best interests of stakeholders and the Company. They take active part at the Board and Committee Meetings by providing valuable guidance to the management on various aspects of Business, Policy Direction, Compliance etc. and play critical role on issues, which enhances the transparency and add value in the decision making process of the Board of Directors. The composition of the Board also complies with the provisions of the Act and Regulation 17(1) of Listing Regulations. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory, as well as business requirements.

During the year under review, the following changes occurred in the

Board of Directors:

A) Retire By Rotation

• In accordance with the provisions of the Articles of Association of the Company, read with Section 152 of the Act Mr. Rajesh Kabra, Managing Director of the Company was liable to retire by rotation at the 12th Annual General Meeting of the company and was appointed therein.

• In accordance with the provisions of Articles of Association of the Company, read with Section 152 of the Act, Mrs. Krishna Kabra, Whole-time Director of the company, whose office is liable to retire at the ensuing Annual General Meeting, being eligible, seeks reappointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends her reappointment.

B) Appointment of Director

• Mr. Hemant Nerurkar Madhusudan was appointed as an Additional Director by Board of Directors of the Company on November 30, 2021.

• Mr. Amar Lal Daultani was appointed as an Additional Director by Board of Directors of the Company on March 12, 2022.

C) Resignation of Director

• Mr. Rajesh Malhotra Independent Director of the company has resigned from the post of directorship of the company w.e.f. November 30, 2021.The Board place on record its appreciation for the assistance and guidance provided by him during his tenure as Director of the Company.

• Due to exceeding the permitted number of Board appointments inadvertently while joining the Board of Raghav Productivity Enhancers Limited, Mr. Hemant Nerurkar Madhusudan, has ceased from the post of directorship of the company w.e.f. December 14, 2021

After the Closure of the year under review, the following changes

occurred in the Board of Directors:

A) Resignation of Director

Mr. Amar Lal Daultani Independent Director of the company has resigned from the post of directorship of the company w.e.f. June 10, 2022 due to expiry of his tenure as per regulation 17(1 c) of SEBI (LODR) Regulations, 2015. The Board place on record its appreciation for the assistance and guidance provided by him during his tenure as Director of the Company.

B) Appointment of Director

• The company has duly appointed back Mr. Hemant Nerurkar Madhusudan after going through the eligibility as per the Act the Board has appointed him as an Additional Director on May 14, 2022 and it is proposed to appoint him for the term of 5 consecutive years as per terms and condition defined under resolution in the Notice of Annual General Meeting.

• The Company has proposed the appointment of Mr. Amar Lal Daultani as Independent Director of the Company for the term of 5 consecutive years as per terms and condition defined under resolution in the Notice of Annual General Meeting.

Necessary resolutions for the appointment/ re- appointment of aforesaid Directors, wherever applicable, have been incorporated in the notice convening the ensuing AGM. As required under the listing regulations and Secretarial Standards on General Meetings issued by ICSI, the relevant details of Directors retiring by rotation and/or seeking appointment/re-appointment at the ensuing AGM are furnished as ‘Annexure A to the notice of AGM.

None of the Directors of the Company are disqualified/ debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India.

17. NUMBER OF MEETINGS OF THE BOARD

Nine (9) 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.

18. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the following Committees:

a) Audit Committee

b) Corporate Social Responsibility Committee

c) Nomination and Remuneration Committee

d) Stakeholders Relationship Committee

The Committees' composition, charters and meetings held during the year and attendance thereat, are given in the Report on Corporate Governance forming part of this Annual Report.

19. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149(6) of the Act and Regulation 16(1 )(b) of the Listing Regulations, all Independent Directors of the Company have given declaration that they meet the criteria of independence.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 all three Independent Directors of the company have registered their name as Independent Directors in Database of IICA and Mr. Govind Saboo and has passed the online proficiency

self-assessment test and Mr. Praveen Totla, Mr. Amar Lal Daultani and Mr. Hemant Nerurkar Madhusudan are exempted to clear the said online proficiency self-assessment test.

The terms & conditions for the appointment of Independent Directors are given on the website of the Company' website and can be accessed at i.e. www.rammingmass.com

Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. The Independent Directors have also confirmed that they have complied with the Company's code of conduct prescribed in Schedule IV to the Act.

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and the Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors with regard to their roles, rights and responsibilities in the Company and provides details regarding the nature of the industry in which the Company operates the business models of the Company etc. which aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

The details of the familiarization program for Independent Directors are available on the Company's website and can be accessed at www.rammingmass.com

21. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and Listing Regulations.

The performance evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees of Board processes, manner of conducting the meetings, review of performance of Executive Directors, value addition of the Board members and corporate governance, succession planning, strategic planning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The Board founded the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year

22. AUDITOR AND REPORT THEREON

• Statutory Auditor

M/s. A. Bafna & Co., Chartered Accountants, Jaipur (Firm Registration Number: 03185C) were appointed as Statutory Auditors of the Company, at the Annual General Meeting held on June 25, 2021for a period of five years from the conclusion of 12thAnnual General Meeting till the conclusion of 17th Annual General Meeting to be held in year 2026.

In this regard and rules made there-under, the Company has received certificate from the in accordance with provisions of Section 141 of the Act.

M/s. A. Bafna & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2021-22, which forms part of the Annual Report 2021-22.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

As per sub section 12 of section 143 of the Act during the financial year no fraud was reported bythe Auditor of the Company in their Audit Report.

• Secretarial Auditor

The Board of the company in compliance with section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed M/s ARMS & Associates LLP Company Secretaries (FRN P2011RJ023700) as the Secretarial Auditor to conduct the audit of the secretarial records of the company for the Financial Year 2021-2022.

An Audit Report issued in form MR-3 by M/s. ARMS & Associates LLP, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2022, is attached as

‘Annexure 3’ to this Report. The report doesn't contain any reservation, qualification or adverse mark.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2021-2022 which call for any explanation from the Board of Directors.

During the financial year 2021-2022, no fraud was reported by the Secretarial Auditor of the Company in their Audit Report.

The Board has re-appointed M/s ARMS & Associates LLP Company Secretaries as Secretarial Auditors, to conduct the secretarial audit of the Company for the financial year 2022-2023. They have confirmed that they are eligible for the said appointment.

> Annual Secretarial Compliance Report

The Company has obtained an Annual Secretarial Compliance Report for the financial year ended March 31, 2022from M/s. ARMS & Associates LLP in compliance with the Regulation 24A of the SEBI Listing Regulations and the SEBI circular CIR/CFD/ CMD1/27/2019 dated February 8, 2019. The said Report for the financial year ended March 31, 2022 has been submitted to the Stock Exchanges within the prescribed statutory timelines and annexed to the Report on Corporate Governance.

• Internal Auditor

In accordance with the provisions of section 138 of the Act and rules made thereunder, the Board of Directors of the Company has appointed M/s Ravi Sharma & Co., Chartered Accountants, Jaipur (FRN: 015143C) as Internal Auditor of the Company for the financial year 2021-2022.

The Internal Audit Report was received yearly by the Company and the same were reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2021-2022is free from any qualification, further the notes on accounts are self-explanatory and the observations were looked into by the management.

During the financial year 2021-2022, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

M/s Ravi Sharma & Co., Chartered Accountants, Jaipur have been re-appointed by the Board, to conduct the Internal Audit of the Company for the financial year 2022-2023.

23. INSIDER TRADING PREVENTION CODE

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Designated Persons' (“the Code”).

The Code is applicable to Promoters, Member of Promoter's Group, all Directors and such Designated Employees and other connected persons who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for regulate, monitor and report trading adherence to the PIT Regulations. The same is available on the website of the Company at www.rammingmass.com

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the company has set up a Direct Touch initiative, under which all Directors, employees/ business associates have direct access to the Chairman of the Audit Committee for this purpose. The Company promotes ethical behavior in all its business activities and in line with the best international governance practices, Raghav has established a system through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct without fear of reprisal. The Whistle-Blower Protection Policy aims to:

• Allow and encourage stakeholders to bring to the Management notice concerns about unethical behavior, malpractice, wrongful conduct, actual or suspected fraud or violation of policies.

• Ensure timely and consistent organizational response.

• Build and strengthen a culture of transparency and trust.

• Provide protection against victimization.

The above mechanism has been appropriately communicated within the Company across all levels and has been displayed on the Company's intranet as well as on the Company's website and can be accessed at www.rammingmass.com

During the financial year, no whistle blower event was reported and mechanism is functioning well. The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on regular basis. The Committee has, in its report, affirmed that no personnel have been denied access to the Audit Committee.

25. CORPORATE SOCIAL RESPONSIBILITY

The company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The 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 4” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Company's website and can be accessed at https://tiimg.tistatic.com/fm/1116159/ csr-policv-new.pdf

26. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders' value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting. This Policy is available on the Company's website and can be accessed www.rammingmass.com

27. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In order to prevent sexual harassment of women at workplace “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” was notified on December 09, 2013, under the said Act, every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

In terms of the provisions of the said Act, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace.

Company has formed an “Internal Complaints Committee” for prevention and redressal of sexual harassment at Workplace. The Committee is having requisite members and is chaired by a senior woman member of the organization. Further, the Company has not received any complaint of sexual harassment during the financial year 2021-2022.During the financial year 2021-2022, no complaint has been received by the members of the committee. Hence, no complaint is pending at the end of the financial year.

28. NOMINATION AND REMUNERATION POLICY

The Company's policy on Appointment and Remuneration of Directors, Senior Management Personnel and other matters as per the provisions of section 178 (3) of the Act is available on the Company's website and can be accessed at www.rammingmass.com

Further, the silent features of the policy have been disclosed in the Corporate Governance Report, which is a part of this Report.

29. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under section 197(2) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 during the year under review. Following is the list of the top ten employees of the Company:

33. STATUS OF CASES FILED UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has not made any application during the financial year 2021-2022. Further, the detailed status of cases at the end of the financial year which company made under the Insolvency and Bankruptcy Code, 2016 as required under the provisions of the Act are mentioned below:

S.

No.

Employee Name

Salary Paid Designation (Amount in ')

1

Sanjay Kabra

48,00,000/- Whole-Time Director

2

Rajesh Kabra

18,00,000/- Managing Director

3

Vijay Kumar Paliwal

11,40,000/- Technical-President

4

Pawan Kumar Yadav

8,74,500/- Senior Manager-Technical

5

Bunny Sadhnani

8,40,000/- Chief Accounts Officer

6

Deepak Jaju

6,48,000/- Chief Financial Officer

7

Raghav Kabra

6,60,000/- Chief Operating Officer

8

Krishna Kabra

6,00,000/- Whole-Time Director

9

Prabhat Jena

5,33,500 Manager-Technical

10

Pradeep Kumar Jena

5,28,000/- Manager-Technical

Sr.

No.

Name of Respondent

NCLT

Bench

Status as on March 31, 2022

1

Jeppiar Furnace and Steels Private Limited

Chennai

Bench

Settled

2

MSM Steels Private Limited

Mumbai

Dismissed as CIRP was already initiated against the corporate debtor

3

MSP Metallics Limited

Kolkata

Dismissed as NCLT dismissed the case.

4

MaithanIspat Limited

Kolkata

Settled and CIRP withdrawn

5

R.L. Steel and Energy Limited

Delhi

Dismissed as CIRP was already initiated against the corporate debtor

The ratio of the remuneration of each director to the median employee's remuneration and other details in term of section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as ‘Annexure-5’

30. DEPOSITS FROM PUBLIC

During the financial year under review, the Company has neither invited nor accepted or renewed any deposit from public, shareholders or employees and no amount of principal or interest on deposits from public is outstanding as at the Balance Sheet date in terms of provisions of section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Pursuant to provisions of Section 134(M) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 6’ to this report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Listing Regulations is presented in a separate section forming part of this Report.

35. CORPORATE GOVERNANCE

The Company has complied with the requirements of corporate governance as stipulated under the listing regulations. The corporate governance report and certificate from practicing Company Secretary confirming compliance of conditions as required by Regulation 34(3) read with Part E of Schedule V of the Listing Regulations are forming part of this Report.

36. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2022.

A declaration to this effect signed by Mr. Rajesh Kabra, Managing Director and Mr. Deepak Jaju, Chief Financial Officer, of the Company stating that the members of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of Board of Directors and senior management is annexed as “Annexure A” to the Corporate Governance Report forming part of this Report.

37. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on BSE Ltd. on the Main Board Platform in the list of ‘B' Group. Further the Annual Listing Fees for the Financial Year 2022-2023 have been duly paid by the company.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) there was no dividend which is unclaimed/ unpaid for more than seven years, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

39. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i) in the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii) 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 the affairs of the Company at the end of financial year and of the profit of the Company for that year;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

40. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

41. ACKNOWLEDGEMENT

Your Board is grateful for the continuous patronage of our valued customers and remains committed to serving their needs by delivering more style and comfort at every step. Our Board acknowledges and appreciates the relentless efforts by employees, workmen and staff including the Management headed by the Executive Directors who have all worked together as a team in achieving a commendable business performance year on year.

Your Board wishes to place on record their appreciation for the co-operation and support received from the Banks, Government Authorities, Customers, Suppliers, BSE, CDSL, NSDL, Business Associates, Shareholders, Auditors, Financial Institutions and other individuals/ bodies for their continued co-operation and support.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their great contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which helps your Company to take the right decisions in achieving its business goals and to maintain its position as one of the leading players in the Ramming Mass industry, in India and around the world.

By the Order of Board of Directors For Raghav Productivity Enhancers Limited

Sd/-

Sanjay Kabra

Chairman

June27, 2022, Jaipur DIN: 02552178