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To,
The Members
Rudra Global Infra Products Limited
Your Directors are delighted to present Fifteenth Annual Report
on the business and operations of your Company together with the Audited Financial
Statement of the company for the financial year ended March 31, 2025.
1. FINANCIAL PERFORMANCE.
A summary of the Company's Financial Results for the Financial Year
2024-25 is as under:
(Rs in Lakhs)
|
Stanc |
alone |
Conso |
idated |
KtjUL1j |
March 31,2025 |
March 31,2024 |
March 31,2025 |
March 31,2024 |
Total Revenues |
56127.56 |
55703.62 |
56127.56 |
55703.62 |
Total Expenditure except Dep.
& Financial Cost |
52320.48 |
51453.40 |
52320.58 |
51454.29 |
Profit before Depreciation,
Financial Cost & Tax |
3807.08 |
4250.22 |
3806.98 |
4249.33 |
Less: Depreciation and
Amortization |
550.88 |
578.87 |
551.02 |
579.01 |
Profit before Financial Cost &
Tax |
3256.21 |
3671.35 |
3255.96 |
3670.32 |
Less: Financial Cost |
1615.07 |
1567.26 |
1615.12 |
1567.36 |
Profit/(Loss) before
Exceptional Items and Tax |
1641.14 |
2104.09 |
1640.84 |
2102.97 |
Exceptional Items |
(9.37) |
(82.55) |
(9.37) |
(82.55) |
Profit/ (Loss) Before Tax |
1631.76 |
2186.63 |
1631.47 |
2185.51 |
Less: Taxation |
(492.97) |
(109.41) |
(492.97) |
(109.41) |
Profit after tax for the year |
1138.80 |
2077.22 |
1138.50 |
2076.10 |
2. RESULTS OF OPERATIONS;
During the financial year 2024-25, the total revenue of the company
increased by 0.76% over the previous year. At Standalone level, the Total Revenue of the
Company Rs. 56127.56 during the year under review as compared to revenue of Rs. 55703.62
Lakhs in the previous financial year. The Net Profit for year of Rs. 1138.80 Lakhs as
against Net profit of Rs. 2077.22 Lakhs in the previous year;
3. DIVIDEND;
To conserve resources for future prospect and growth of the Company,
your Directors regret to declare Dividend for the Financial Year 2024-25.
4. TRANSFER TO RESERVES;
During the financial year 2024-25, the Company propose to be kept Rs.
1132.44 Lakhs in the Retained Earning of Other Equity.
5. SHARE CAPITAL;
Authorised Capital
The Authorised Share Capital of the Company is Rs. 51,00,00,000/- which
consists of equity share capital of 10,20,00,000 equity shares of Rs. 5/- each.
Paid up Capital
The Paid up Share Capital of the Company is Rs. 50,17,19,140/- which
consists of equity share capital of 10,03,43,828 equity shares of Rs. 5/- each
Under review, the Company had not issued any shares without or with
differential voting rights nor had granted any stock options or sweat equity. As on March
31, 2025, none of the Directors of the Company hold instruments convertible into equity
shares of the Company.
6. LISTING OF SHARES;
All the equity shares of Company are listed on the BSE Limited, 25th
Floor, P.J. Towers, Dalai Street, Mumbai - 400 001 and listing fees for the year 2024-25
has been paid.
7. DEMATERIALIZATION OF SHARES;
The Company executed Tripartite Agreement dated June 16, 2015 with the
depositories, national Securities Depository Limited and Central Depository Service
(India) Limited for providing Demat facility to its Shareholders. For the purpose, the
company has appointed KFin Technologies Ltd as a Registrar and Share Transfer Agent.
8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS.
The Management has taken various measures to control the cost and to
increase the turnover and profitability and are hopeful, barring unforeseen circumstances,
to achieve better results.
We are excited to share that, as part of our expansion strategy, we
successfully completed trial runs of our new rolling mill in December 2022. This upgrade
has doubled our TMT Bar manufacturing capacity from 1.2 lakh tons to 2.4 lakh tons per
annum. As a result, we have not only boosted production but also achieved a substantial
increase in both turnover and profitability.
9. CORPORATE GOVERNANCE;
Detailed Corporate Governance Report of the Company regarding
Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is annexed herewith as an
"Annexure-I".
10. DEPOSITS;
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and read with Companies (Acceptance of Deposits)
Rules, 2014.
11. DIRECTOR'S RESPONSIBILITY STATEMENT;
To the best of their knowledge, belief and according to the information
and explanations obtained by them, your Directors make the following statements in terms
of Section 134(3) (c) of the Companies Act, 2013:
a) In the preparation of the annual accounts for the financial year
2024-25, the applicable accounting standards have been followed and that no material
departures have been made from the same.
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the statement of profit and loss of the company for the financial
year.
c) They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) They have prepared the annual accounts on a going concern basis.
e) They have laid down internal financial controls for the Company and
such internal financial controls are adequate and operating effectively; and
f) They have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure
Requirement) Regulation, 2015, Report on Management Discussion and Analysis Report is
annexed herewith as an "Annexure-ll".
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO;
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8
of the Companies (Accounts) Rules 2014 is annexed herewith as an "Annexure-IH"
to this Report.
13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES;
In accordance with the requirements of Section 135 of Companies Act,
2013, the Company has constituted a Corporate Social Responsibility Committee. The
composition and terms of reference of the Corporate Social Responsibility Committee is
provided in the Corporate Governance Report forming part of this report and marked as
"Annexure-I".
The Company has also formulated a Corporate Social Responsibility
Policy. Annual report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been appended as "Annexure-IV" to this
Report.
14. BOARD EVALUATION;
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 in the following manners; o The performance of
the board was evaluated by the board, after seeking inputs from all the directors, on the
basis of the criteria such as the board composition and structure, effectiveness of board
processes, information and functioning etc.
o The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria such as the
composition of committees, effectiveness of committee meetings, etc.
o The board and the nomination and remuneration committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
o In addition, the chairman was also evaluated on the key aspects of
his role.
Separate meeting of independent directors was held to evaluate the
performance of non-independent directors, performance of the board as a whole and
performance of the chairman, taking into account the views of executive directors and
non-executive directors. Performance evaluation of independent directors was done by the
entire board, excluding the independent director being evaluated.
15. CHANGE IN NATURE OF BUSINESS.
There is no change in nature of business of the Company during the year
under review but your boards of directors are delighted to inform you that, the Company
has expanded its products.
16. EXTRACT OF ANNUAL RETURN;
In accordance with the Companies Act, 2013, the annual return in the
prescribed format is available at https://www.rudratmx.com/ .
17. SIGNIFICANT AND MATERIAL ORDERS;
There is no significant or material order passed by the regulators or
courts or tribunals impacting the going concern status and company's operations in future.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON MARCH 31, 2025;
Sr. No. |
Name of Director |
Designation |
1. |
Mr. Ashok Kumar Gupta |
Chairman and Director |
2. |
Mrs. Shamarani Gupta |
Woman Director |
3. |
Mr. Sahil Ashok Gupta |
Managing Director |
4. |
Mr. Vinodkumar Jangid |
Independent Director |
5. |
Mr. Parth Paragbhai Vora |
Independent Director |
6. |
Mr. Manav Pardeep Gupta* |
Independent Director |
7. |
Mr. VivekTyagi |
Chief Executive Officer (CEO) |
8. |
Mr. Vimal Dattani |
Company Secretary |
9. |
Mr. Baiju Prakashbhai Patel |
Chief Financial Officer (CFO) |
? During the year under review, Mr. Manav Pardeep Gupta has been
appointed as an Independent Director of the w.e.f. September 30, 2024.
? Mr. Anish Rajendrakumar Gupta has tender his resignation from the
post of Independent Director of the Company w.e.f. January 25, 2025
19. MEETING OF THE BOARD AND AUDIT COMMITTEE;
The details of the number of Board and Audit Committee Meetings of your
Company are set out in the Corporate Governance Report which forms part of this report.
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013;
During the year under review, the Company has complied with the
provisions of Section 186 of the Companies Act, 2013 in respect of loans, guarantees and
investments. The details of such loans, guarantees and investments as required under
Section 186(4) of the Act are disclosed in the notes to the financial statements forming
part of this Annual Report.
21. STATUTORY AUDITORS AND AUDITOR'S REPORT;
The Company's existing Statutory Auditors, M/s. S. D. P. M. & Co.
(Formerly Known as Sunil Dad and Co.), Chartered Accountants, were re-appointed by the
Members at the 14th AGM for a second term of five consecutive years from conclusion of the
14th AGM until the conclusion of the 19th AGM of the Company to be
held for FY 2028-29.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification, reservation,
adverse remark or disclaimer given by the Auditors in their Report.
During the year under review, the Statutory Auditors of the Company
have not reported any instance of fraud committed against the Company by its officers or
employees under Section 143(12) of the Companies Act, 2013.
COST AUDITOR
M/s. Mitesh Suvagiya & Co., Cost Accountants has carried out
the cost audit for applicable business during the year. The Board of Directors has
appointed M/s. Mitesh Suvagiya & Co., Cost Accountants Rajkot for the financial
year 2024-25.
Company has Maintained Cost record and conducted cost audit as
specified by Central Government under Section 148 (1) of Companies Act, 2013.
Your Directors have re-appointed M/s. Mitesh Suvagiya & Co, Cost
Accountants, as Cost Auditors of your Company to conduct cost audit for the FY 2025-26. A
resolution seeking approval of the Shareholders for ratifying the remuneration payable to
the Cost Auditors for FY26 is provided in the Notice forming part of this Annual Report. SECRETARIAL
AUDITORS AND REPORT;
Pursuant to provision of section 204 of the Companies Act, 2013 and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of
Directors had appointed Mr. Nandish S. Dave a
whole time Company Secretary in practice having Membership No. A37176
and COP No. 13946, to undertake the Secretarial Audit of the Company.
As required under section 204(1) of the Companies Act, 2013 the Company
has obtained a Secretarial Audit Report. The Secretarial Audit report is annexed herewith
as "Annexure-V (A)". The Report contain following Remarks;
Company has not appointed Internal Auditor for 2024-25 as per provision
of Companies Act.
Further, as per Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and necessary amendments thereto, every listed
entity and it's material unlisted subsidiaries incorporated in India is required to submit
Annual Secretarial Compliance Report to the concern stock exchange within 60 days from the
closure of respective financial year regarding the status of compliances done by the
listed entity as prescribed under SEBI (LODR) Regulations, 2015. Same has been annexed
herewith as "Annexure-V (B)"
Further, your directors have approved appointment of M/s. N S Dave and
Associates, Company Secretaries as Secretarial Auditor of the Company for a term of five
consecutive years from FY 2025-26 to FY 2029-30 at a remuneration as may be determined by
the Members of the Company pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
22. TRANSACTIONS WITH RELATED PARTIES;
The related party transactions have been disclosed in the financial
statements as required under Ind-As, Related Party Disclosures specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
Further, Contracts or arrangements made with related parties as defined
under Section 188 of the Companies Act, 2013 during the year under review mentioned in
AOC-2 enclosed as an "Annexure-VM" forming part of this report.
Note: As per Regulation 23(9) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2018 (Amendment) the company has also filed the
Related Party Transactions on the consolidated basis with the stock exchange for the half
year ended on September 30, 2024 and March 31, 2025 and the same will be accessible on the
website of the stock exchange i.e. www.bseindia.com
and on the website of the company www.rudratmx.com .
23. MATERIAL CHANGES AND COMMITMENTS.
There are no changes in commitments affecting the financial position of
the company which have occurred between the end of the financial year of the company to
which the financial statement relates and the date of this report.
24. INVESTOR COMPLAINTS AND COMPLIANCE.
All the investor complaints are duly resolved and as on date no
complaints are pending. The details regarding investor complaints are given under the
corporate governance report forming part of this report.
25. INTERNAL CONTROL;
The Company has set up adequate internal controls to ensure operational
efficiency, safety of assets and efficient financial management. The Audit Committee of
the Board reviews the internal controls and audit reports regularly. There is a Managing
Committee consisting of senior functional heads and the Managing Director that meets
periodically to review overall operations of the Company.
26. RISK MANAGEMENT POLICY;
Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of
directors of the Company has adopted a Risk management Policy of the Company. The Company
is committed to identifying and managing risk in a manner appropriate to achieve its
objectives.
This Policy intends to cover concerns that could have serious impacts
on the operational and financial performance of the Company. The scope of the policy is to
identify, assess and treat the risks associated with the Company and building framework
and risk management programs, reviewing of the effectiveness of such programs and
collectively to achieve the target of the Company.
27. WHISTLE BLOWER POLICY;
The Company has adopted Vigil Mechanism/ Whistle Blower Policy. The
details of the Whistle Blower Policy of your Company are set out in the Corporate
Governance Report which forms part of this report.
28. PREVENTION OF INSIDER TRADING;
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The details of the Code of Conduct for Prevention of Insider
Trading are set out in the Corporate Governance Report which forms part of this report.
The company has approved and adopted new set of policies on Disclosure
of Unpublished Price Sensitive Information and hosted the same on the website of company
i.e. on www.rudratmx.com .
29. ENVIRONMENT MANAGEMENT SYSTEMS (EMS);
Our manufacturing sites and raw material locations in factory have
implemented environmental management systems certified ISO 14001. The Raw Material
Division has a formal Quality, Environment and Occupational Health and Safety (QEHSM)
management system. Reviews and audits are conducted at fixed intervals to achieve
continual improvement. In case of a breach in environmental norms, the incident is
investigated to establish the root cause and implement corrective actions to ensure it is
not repeated.
30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDERESSAL) ACT, 2013;
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and Redressal of sexual harassment at
workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During
the financial year 2024-25, the Company has not received any complaints on sexual
harassment.
31. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR;
Company has one subsidiary as on March 31, 2025. There is no associates
company and Joint Venture Company within meaning of Section 2 (6) of the Companies Act,
2013.
RUDRA AEROSPACE & DEFENCE PRIVATE LIMITED.
It was incorporated in the month of November-2017, engaged in the
business of production of Investment precision Casting Products. It is the eighth year and
the company is under project implementation. Statement on Subsidiary in Form AOC-1 is
annexed as "Annexure-VI".
32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE
DIRECTORS;
All the transactions carried out with Non Executive directors are
mentioned in Audit Report under the head of Related Party Transactions as well as in AOC-2
Annexed to this report;
33. PARTICULARS OF REMUNERATION;
The policy on Director's appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of Director,
and also remuneration for Key Managerial Personnel and other employees forms part of
Corporate Governance Report of this Annual Report.
34. PARTICULARS OF EMPLOYEES;
The ratio of the remuneration of each whole-time director/Managing
Director to the median of employees' remuneration as per Section 197(12) of the Companies
Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure-XI".
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect employees of the Company, will be provided upon request. In terms of Section 136
of the Act, the reports and accounts are being sent to the members and others entitled
thereto, excluding the information on employees' particulars which is available for
inspection by the
members at the Registered office of the company during business hours
on working days of the company up to the date of ensuing Annual General Meeting. If any
member is interested in inspecting the same, such member may write to the company
secretary in advance.
There is no employee in the Company in receipt of remuneration
aggregating more than Rs. One Crore Two Lakh Rupees per annum being employed throughout
the financial year and Rs. Eight Lakh Fifty Thousand or more per month being employed for
part of the year.
35. DIVIDEND DISTRIBUTION POLICY;
It is not applicable to Company as out Company did not fall under the
Top 1000 Listed Company as per Market Cap.
36. MATERNITY BENEFIT ACT DISCLOSURE;
"During the year under review, no complaint or case was reported
under the Maternity Benefit Act, 1961. The Company continues to provide a safe and
supportive working environment for all women employees, in compliance with applicable
laws."
37. ACKNOWLEDGEMENTS;
Your directors place on record their appreciation for co-operation and
support extended by the Banks, Shareholders, RTA and Traders for their continued support
extended to the Company at all times.
The Directors further express their deep appreciation to all employees
for high degree of professionalism and enthusiastic effort displayed by them during the
year.
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