Your Director's have pleasure in presenting to you the Twentieth (20th) Annual Report of the
Company and the Audited Financial Statement for the year ended March 31, 2024.
1. OVERVIEW OF THE COMPANY (CORPORATE INSOLVENCY RESOLUTION PROCESS)
Hon'ble NCLT Ahmedabad Bench vide order dated August 1, 2022 approved the Resolution
plan of Radha Madhav Corporation Ltd.
Pursuant to the Insolvency Commencement Order and in consonance with the stipulation
contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the
Company stand suspended and the same are vested in and exercised by Resolution
Professional.
Provided that the role and responsibilities of the board of directors as specified under
regulation 17 shall be fulfilled by the resolution professional.
Subsequently, Vama Construction filed Resolution Plan which was approved by Hon'ble
NCLT vide order dated August 1, 2022.
The company is now in control of Vama Construction and its nominees.
National Company Law Tribunal has passed order dated August 1, 2022 that the resolution
plan of Vama Constructions and its nominees stands allowed as per section 30(6) of IBC,
2016.
2. FINANCIAL RESULT
The Company's performance during the year ended March 31, 2024 as compare to the
previous year, is summarized below:
| |
2023-24
|
2022-2023
|
|
Income from operations
|
|
|
|
(a) Revenue from operations
|
-
|
1.76
|
|
(b) Other Income
|
38.48
|
0.20
|
|
Total income
|
38.48
|
1.96
|
|
Less: Total expenses
|
12.61
|
250.43
|
|
Profit before exceptional items and tax
|
25.87
|
(248.47)
|
|
Less: Exceptional Items
|
-
|
-
|
|
Profit before tax
|
25.87
|
(248.47)
|
|
Less: Tax expenses
|
-
|
-
|
|
Profit /(Loss) after tax
|
25.87
|
(248.47)
|
|
Other Comprehensive income
|
-
|
-
|
|
Total Comprehensive income for the year
|
25.87
|
(248.47)
|
|
Earnings Per Share (EPS)
|
|
|
|
(a) Basic
|
32.69
|
(3.18)
|
|
(b) Diluted
|
0.17
|
(3.18)
|
3. FINANCIAL SUMMARY
As per financial statement the Company earned a Total Income of Rs. 38.48 million during
the FY 2023-24, as compared to the Total Income of Rs. 1.96 million during the previous FY
2022-23. The Company's Net Profit for the Financial Year ended March 31, 2024 stood at Rs.
25.87 million as against a Net loss of Rs. 248.47 million in the previous year.
4. CHANGE IN NAME
During the year under review, the Board of Directors of the company in their Board Meeting
Held on November 04, 2023 has taken into consideration the proposal to change the name
of company subject to the approval of shareholders in ensuing general meeting. The said
resolution passed by the Board of director is yet to be implemented.
5. CHANGE IN NATURE OF BUSINESS
During the financial year there is no change in the nature of business.
6. TRANSFER TO RESERVES:
No amount was transferred to the reserves during the financial year ended March 31, 2024.
7. CHANGE IN THE SHARE CAPITAL:
As per resolution plan approved by Hon'ble NCLT vide its order dated August 1, 2022 there
is change in the share capital of the company.
AS PER PARA NO 4.6.2 OF RESOLUTION PLAN AND PARA NO. 24 OF THE HON'BLE NCLT
ORDER DATED AUGUST 1, 2022 IS REPRODUCED HEREIN BELOW:
"....... THE ENTIRE PUBLIC PAID UP SHARE CAPITAL OF RADHA MADHAV CORPORATION
LIMITED SHALL BE REDUCED IN THE RATIO OF 100:1 AND THE PROMOTERS/PROMOTER'S
GROUP SHAREHOLDING SHALL BE EXTINGUISHED. NO AMOUNT SHALL BE PAID TO ANY OF
THE EXISTING SHAREHOLDERS.
The existing and revised paid up capital post reduction of the company is as follows:
|
Paid up share
Capital
|
Existing no. of
shares
|
Revised no. of
shares
|
Face value per Share
|
|
Equity
|
9,12,95,775
|
6,85,134
|
10/-
|
|
Total
|
9,12,95,775
|
6,85,134
|
10/-
|
As per para 4.3.3 of the resolution plan and as per para 25 of the Hon'ble NCLT order dated
August 1, 2022 is reproduced herein below:
“The Resolution Applicant will induct an amount of Rs. 36,71,00,000/- to implement the
Resolution Plan by way of equity, quasi equity/debt by the Resolution Applicant in
tranches as may be warranted from time to time."
HENCE THE COMPANY HAS ALLOTTED THE FOLLOWING NEW EQUITY SHARES TO THE NEW
PROMOTERS:
|
No of shares allotted
|
Face value per share
|
|
15,00,000
|
10/-
|
|
40,000
|
10/-
|
Shareholding pattern post allotment and cancellation of old shares are as follows (without
partly paid shares):
|
PARTICULARS
|
NO OF SHARE ALLOTTED
|
PERCENTAGE OF
SHAREHOLDING
|
|
PROMOTERS
|
15,40,000
|
69.21%
|
|
PUBLIC
|
6,85,134
|
30.79%
|
|
TOTAL
|
22,25,134
|
100%
|
Company has further allotted 1,11,70,000 partly paid-up shares to one of the promoters.
Shareholding pattern post allotment and cancellation of old shares are as follows (with
partly paid shares):
|
PARTICULARS
|
NO OF SHARE ALLOTTED
|
PERCENTAGE OF
SHAREHOLDING
|
|
PROMOTERS
|
15,40,000
|
11.50%
|
|
PROMOTER (PARTLY PAID)
|
1,11,70,000
|
83.39%
|
|
PUBLIC
|
6,85,134
|
5.11%
|
|
TOTAL
|
1,33,95,134
|
100%
|
As per the Hon'ble NCLT order and as per resolution Plan Company filed corporate action
forms with NSDL and CDSL for reduction of share capital
Company also filed listing application before NSE and BSE for reduction of share capital in
terms of Hon'ble NCLT order dated August 1, 2022 approving the Resolution plan under IBC
2016
The company received temporary ISIN no. INE172H01022 from NSDL and CDSL. However
company is yet to receive listing approval from BSE and NSE. The matter is now pending
before Hon'ble NCLT Ahmedabad Bench.
8. DIVIDEND:
With a view to strengthening the financial position of the Company, your Board have not
recommended any dividend for the Financial Year 2023-24.
9. PUBLIC DEPOSITS:
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 (the Act) and the Companies (Acceptance of Deposits) Rules, 2014.
10. BUY-BACK / BONUS SHARES
The Company has neither bought back its shares nor has issued any Bonus shares during the
year under review.
11. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES
The Company has not issued any debenture, bonds or non-convertible securities.
12. STATUTORY AUDITOR
M/s. Ajay Shobha & Co. (Firm Registration No. 317031E) were appointed as Statutory
Auditor of the Company to hold office for a period of five years commencing from FY 2023¬
2024 till FY 2027-2028.
The Board of Directors of the Company ("the Board"), at its meeting held on December 08,
2023 has, considering the experience and expertise and on the recommendation of the
Audit Committee, proposed to the Members the reappointment of M/s. Ajay Shobha & Co.,
Chartered Accountants, as Statutory Auditors of the Company. The said auditors were
appointed for 5 years, now eligible for further reappointed as the Statutory Auditors of the
Company for the second consecutive term of five years, from the conclusion of the 19th
Annual General Meeting till the conclusion of the 24th Annual General Meeting to be held in
the year 2028.
The Statutory Auditor have given a confirmation to the effect that they are eligible to
continue with their reappointment and have not been disqualified in any manner from
continuing as Statutory Auditor. The remuneration payable to the Statutory Auditor shall be
determined by the Board of Directors based on the recommendation of the Audit
Committee.
13. COST AUDITOR
As the Central Government has not prescribed the maintenance of Cost Records Under
Section 148 (1) of the Companies Act 2003, in respect of the Company's products, so Cost
Audit does not apply to the Company.
14. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of Directors at their meeting held May 29, 2024 approved the appointment of
Nithish Bangera, COP-16069, ACS-12268, Proprietor of M/s NVB & Associates, Company
Secretaries as the Secretarial Auditor of the Company for a period of 3 years from Financial
Year 2023-24 to F.Y. 2025-2026.The Report of the Secretarial Auditor is annexed herewith as
Annexure V.
15. INTERNAL AUDITOR
The Board of Directors of the Company at their meeting held on May 29, 2024 considered
and approved the appointment of M/s. Urvish Dadhaniya & Co., Chartered Accountant
(Registration No. 148901W), and Company, Chartered Accountant Firm as an Internal
Auditor of the Company, for a period of 3 years from Financial Year 2024-2025 upto F.Y.
2026-27.
16. COMMENTS ON AUDITORS REPORT:
Explanation on Secretarial Auditors Report:
The Secretarial Audit Report issued by M/s. NVB & Associates, Practicing Company
Secretary, for the financial year 2023-2024 contains qualifications which are self¬
explanatory.
17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Company's financial position have occurred between the end of the
financial year of the Company and date of this report.
18. MATERIAL CHANGES AFTER THE CLOSE OF THE FINANCIAL YEAR
Changes subsequent to the financial years has been disclosed in the director report.
19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143
There are no frauds reported by the Statutory Auditors of the Company under Section 143
(12).
20. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to the Insolvency Commencement Order and in consonance with the stipulation
contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the
Company stand suspended and the same are vested in and exercised by Resolution
Professional till July 2022.
During the financial year under review, there has been following changes in Directors / KMP
of the company:
a) Mr. Rajesh Tharu has appointed as a Company Secretary of the company w.e.f. January
30, 2023.
b) Mr. Rajesh Tharu has resigned as a Company secretary and Compliance Officer of the
Company w.e.f. March 20, 2024.
After the end of financial year under review, Ms. Chandni Peswani is appointed as Company
Secretary and Compliance Officer of the Company w.e.f. June 25, 2024.
21. ANNUAL RETURN:
The Annual Return for the financial year ended March 31, 2024 is being uploaded on the
website of the Company. The web link for the same is as under:
https://www.rmclindia.co.in/annual report.html
22. DETAILS OF SUBSIDIARIES:
During the financial year, the Board of Directors of the company in its Board Meeting held
on November 4, 2023 approved acquisition of majority stake in Phytoatomy Private Ltd. The
Company acquired 90% stake in Phytoatomy Private Ltd. Since there are no operations in
the subsidiary consolidated results is not applicable.
23. DETAILS OF ASSOCIATES:
The Company does not have any Associates Company.
24. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
The particulars as required under the provision of Section 134 (3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation
of Energy, Technology absorption and Foreign Exchange Earnings and Outgo etc. are
furnished below:
> Conservation of energy:
|
Steps taken or impact on
conservation of energy
|
Energy conservation continues to receive priority
attention at all levels. All efforts are made to
conserve and optimize use of energy with
continuous monitoring, improvement in batch
cycle time and improved operations.
|
|
Steps taken by the company for
|
None
|
|
utilizing alternate sources of
|
|
|
energy
|
|
|
Capital investment on energy
|
Nil
|
|
conservation equipment
|
|
> Technology absorption:
|
Efforts made towards technology absorption
|
New technology absorption
efforts are being made on
continuous basis.
|
|
Benefits derived like product improvement, cost
reduction, product development or import
substitution
|
Product output Improvement.
|
|
In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)
|
|
Ý Details of technology imported
|
NA
|
|
Ý Year of import
|
NA
|
|
Ý Whether the technology is fully absorbed
|
NA
|
|
Ý If not fully absorbed, areas where absorption
has not taken place, and the reasons thereof
|
NA
|
|
Expenditure incurred on Research and Development
|
NIL
|
> Foreign exchange earnings and Outgo:
|
Particulars
|
31.03.2024
|
31.03.2023
|
|
Actual Foreign Exchange earning
|
NIL
|
NIL
|
|
Actual Foreign Exchange Outgo
|
NIL
|
NIL
|
> During the year company has only consumed electricity as follows:
2023-24 2022-23
Total Electricity Expenses (in Lakhs) - -
25. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Company has established a vigil mechanism for Directors and Employees to report their
genuine concerns in compliance with provision of section 177 (10) of Companies Act 2013
and Regulation 22 of SEBI (LODR) 2015.
The Resolution Professional oversees the functioning of this policy. Protected disclosures
can be made by a whistle blower through several channels to report actual or suspected
frauds and violation of Company's Code of Conduct and/or Ethics Policy.
The details of the policy have been disclosed on the Company's website at
https://www.rmclindia.co.in/investors.html
26. CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility provisions are not applicable to the Company as per the
provisions contained in sub-section (2) to (6) of the section 135 of the Companies Act, 2013.
27. RELATED PARTY TRANSACTION:
Pursuant to the Insolvency Commencement Order, the company was admitted under CIRP
on October 22, 2020 and in consonance with the stipulation contained in Section 17 of the
IBC, 2016, the powers of the Board of Directors of the Company stand suspended and the
same are vested in and exercised by Resolution Professional.
Subsequently, Vama Construction filed Resolution Plan which was approved by Hon'ble
NCLT vide order dated August 1, 2022. The company is now in control of Vama Construction
and its nominees.
Related Party Transactions were entered during the year under review.
Pursuant to Section 188 (1) of the Act, particulars of contracts/arrangements entered into
by the company with related parties is attached to the director report in Form AOC-2 is
attached as Annexure I.
The policy on Related Party Transactions is part of the website of the Company. The web link
for the policy on related party transaction is as under:
https://www.rmclindia.co.in/investors.html
28. RISK MANAGEMENT POLICY:
The Company does not have any Risk Management Policy as the elements of risk
threatening the Company's existence are very minimal.
29. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company, its
management and operations and provides an overall industry perspective as well as issues
being faced by the industry. Details of the Familiarization program for Independent
Directors form part of the website of the Company. The web link of Familiarization program
is as under: https://www.rmclindia.co.in/investors.html
30. INDEPENDENT DIRECTOR MEETING:
The Independent Directors of the Company meets once in every Financial Year without the
presence of Executive Directors and Management of the Company. The Meeting was held
on March 01, 2024. The role of the Independent Directors is as per the provisions of
Companies Act, 2013 as well as the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
31. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to the Insolvency Commencement Order dated October 22, 2020 and in
consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the
Board of Directors of the Company stand suspended and the same are vested in and
exercised by Resolution Professional till July 2022.
Pursuant to Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company
have given the declaration to the Company that they qualify the criteria of independence as
required under the Act.
32. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR
Pursuant to the Insolvency Commencement Order dated October 22, 2020 and in
consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the
Board of Directors of the Company stand suspended and the same are vested in and
exercised by Resolution Professional till July 2022.
In the opinion of the board, the Independent Directors fulfill the conditions specified in SEBI
(LODR) Regulations, 2015, and are independent of the management of the Company. The
Independent Directors have complied with the code prescribed in schedule IV of the
Companies Act, 2013.
33. BOARD MEETINGS:
Pursuant to the Insolvency Commencement Order dated October 22, 2020 and in
consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the
Board of Directors of the Company stand suspended and the same are vested in and
exercised by Resolution Professional. Therefore, no Board Meetings held during the financial
year under review till July 2022.
The company is now in control of Vama Construction and its nominees.
Date of Board Meetings - May 10, 2023, May 26, 2023, July 03, 2023, August 05, 2023,
August 28, 2023, September 09, 2023, November 04, 2023, December 08, 2023, February
03, 2024, February 12, 2024, March 01, 2024(2) and March 30, 2024.
34. ANNUAL EVALUATION BY THE BOARD:
Pursuant to the Insolvency Commencement Order dated October 22, 2020 and in
consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the
Board of Directors of the Company stand suspended and the same are vested in and
exercised by Resolution Professional till July 2022.
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well the evaluation of the
working of its Audit, Nomination & Remuneration and Stakeholder committee, including the
Chairperson of the Board who were evaluated on parameters such as level of engagement
and contribution and independence of judgment thereby safeguarding the interest of the
Company. The performance evaluation of the Independent Directors was carried out by the
entire Board. The performance evaluation of the Chairperson and the Non-Independent
Directors was carried out by the Independent Directors. The Directors expressed their
satisfaction with the evaluation process.
35. CORPORATE GOVERNANCE:
As per regulation 15(2A) and (2B) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the provisions as specified in regulation 17 to 21 shall not be applicable
during the insolvency resolution process period in respect of a listed entity which is
undergoing corporate insolvency resolution process under the Insolvency Code.
Subsequently, Vama Construction filed Resolution Plan which was approved by Hon'ble
NCLT vide order dated August 1, 2022.
The company is now in control of Vama Construction and its nominees.
The company has complied with the provisions of Regulation 17 to 27 of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, to the extent possible. A separate section on Corporate Governance forms part of the
Directors' Report as stipulated in Securities Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is included in the Annual Report as Annexure
III.
36. MANAGEMENT DISCUSSION AND ANALYSIS:
As per regulation 15(2A) and (2B) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the provisions as specified in regulation 17 to 21 shall not be applicable
during the insolvency resolution process period in respect of a listed entity which is
undergoing corporate insolvency resolution process under the Insolvency Code.
The company is now in control of Vama Construction and its nominees.
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is
annexed as Annexure- IV of this Report.
37. SECRETARIAL STANDARDS:
Pursuant to the Insolvency Commencement Order dated October 22, 2020 and in
consonance with the stipulation contained in Section 17 of the IBC, 2016, the powers of the
Board of Directors of the Company stand suspended and the same are vested in and
exercised by Resolution Professional till July 2022.
The Board hereby states that the Company has complied with all the applicable secretarial
standards to the extent possible after July 2022.
However, the non-compliances in secretarial standard are shown in the Secretarial Audit
Report issued by the Secretarial Auditor.
38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, the Company has not advanced any loans/ given guarantees/
made investments pursuant to Section 186 of the Companies Act, 2013 are given in the
notes to the financial accounts forming part of the Annual Report.
39. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:
On October 22, 2020, the Corporate Debtor was admitted for Corporate Insolvency
Resolution Process (CIRP).
Hon'ble NCLT Ahmedabad Bench vide order dated August 1, 2022 approved the Resolution
plan submitted by the VAMA Construction Co.
The company received temporary ISIN no. INE172H01022 from NSDL and CDSL. However
company is yet to receive listing approval from BSE and NSE. The matter is now pending
before Hon'ble NCLT Ahmedabad Bench.
40. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
The company was undergoing CIRP and resolution plan was put forth by VAMA Construction
Co.
41. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL
EXPLAIN THE REASON THEREOF:
The trading of the company has been suspended due to procedural reason.
42. NOMINATION AND REMUNERATION POLICY (NRP):
The Nomination and Remuneration Policy of the Company for Directors, Key Managerial
Personnel (KMP) and Senior Management Personnel is hosted on the website of the
company at the following web link: http://rmclindia.co.in/investors.html.
An extract of the Company's policy relating to directors appointment, payment of
remuneration and discharge of their duties is annexed herewith as Annexure 6.
43. DISCLUSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLUSURE AS PER RULE 5 OF COMPANIES (APPOITMENT & REMUNERATION) RULES,
2014:
Pursuant to the Insolvency Commencement Order and in consonance with the stipulation
contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the
Company stand suspended and the same are vested in and exercised by Resolution
Professional.
Subsequently, Vama Construction filed Resolution Plan which was approved by Hon'ble
NCLT vide order dated August 1, 2022.
The company is now in control of Vama Construction and its nominees. The details are
attached in Annexure II.
44. DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee
for prevention and redressal of complaints of sexual harassment against women. The Board
thereafter re-constituted a sexual harassment committee where the chairperson of the
Committee is Ms. Niharika Kanojiya, Mr. Imaran Khan and Mr. Vijay Haribhai Patel are the
Members. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.
a. number of complaints filed during the financial year - NIL
b. number of complaints disposed of during the financial year - NIL
c. number of complaints pending as on end of the financial year - NIL
45. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
46. INTERNAL FINANCIAL CONTROLS:
Pursuant to the Insolvency Commencement Order and in consonance with the stipulation
contained in Section 17 of the IBC, 2016, the powers of the Board of Directors of the
Company stand suspended and the same are vested in and exercised by Resolution
Professional till July 2022.
The Company has adequate internal financial controls besides timely statutory audit and
limited reviews of performance taking place periodically.
47. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013 the Resolution Professional to the
best of their knowledge and ability confirm:
i. That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
ii. That we 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 profit and loss of the Company for that period;
iii. That proper and sufficient care has been taken 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;
iv. That the annual accounts have been prepared on a going concern basis;
v. That proper systems to ensure compliance with the provisions of all applicable laws
were in place and that such systems were adequate and operating effectively;
vi. Those proper internal financial controls were laid down and that such internal
financial controls are adequate and were operating effectively.
48. REGISTRATION WITH INDEPENDENT DIRECTOR'S DATABANK:
The Independent directors of the company are yet to be registered with Independent
director databank.
49. AUDIT COMMITTEE:
Composition of committee is as follows:
|
Sr.
No.
|
Name
|
Category
|
Designation
|
|
1.
|
Niharika Kanojiya
|
Women Non-executive Independent Director
|
Chairperson
|
|
2.
|
Imaran Khan
|
Non-executive Independent Director
|
Member
|
|
3.
|
Vijay Patel
|
Non-executive Director
|
Member
|
50. NOMINATION AND REMUNERATION COMMITTEE:
Composition of committee is as follows:
|
Sr.
No.
|
Name
|
Category
|
Designation
|
|
1.
|
Niharika Kanojiya
|
Women Non-executive Independent Director
|
Chairperson
|
|
2.
|
Imaran Khan
|
Non-executive Independent Director
|
Member
|
|
3.
|
Vijay Patel
|
Non-executive Director
|
Member
|
51. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Composition of committee is as follows:
|
Sr.
No.
|
Name
|
Category
|
Designation
|
|
1.
|
Niharika Kanojiya
|
Women Non-executive Independent Director
|
Chairperson
|
|
2.
|
Imaran Khan
|
Non-executive Independent Director
|
Member
|
|
3.
|
Vijay Patel
|
Non-executive Director
|
Member
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52. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013:
The Company has issued partly paid shares not carrying voting rights as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and shares
with differential rights Debenture) Rules, 2014.
53. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provision of Section 54(1)(d) of the Act read with Rule 8(13) of
the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
54. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013:
The Company has not issued any equity shares under Employee Stock Option Scheme during
the year under review and hence no information is provided as per provision of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014.
55. DISCLOSURE UNDER SECTION 62(1)(C) OF THE COMPANIES ACT, 2013:
The Company has not issued any security under the provision of Section 62(1)(c) of the
Companies Act, 2013.
56. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under the review, there were no instances of non-exercising of voting right
in respect of shares purchased directly by employees under a scheme pursuant to Section
67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules,
2014 is furnished.
57. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Insider trading policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with the shares of the Company. The
policy has been formulated to regulate, monitor and ensure reporting of deals by
designated person/employees and maintain the highest ethical standards of dealing in
Company securities.
58. INSURANCE:
Insurable assets of the Company are inventories, buildings, plant and machinery, Vehicles
etc., Company has insured it's all vehicles.
59. ECOLOGY AND SAFETY:
Company ensures safe, healthy and eco-friendly environment at its plant and surrounding
area. Company continually works towards identification and reduction of risks and
prevention of pollution at its plant and its surroundings. Members of the Safety Committees
of the Companies have been regularly reviewing the safety measures and their
implementation to ensure adequate safety in material handling and processing, control of
pollution caused by liquid effluents, dust and emissions from chimney etc. Samples are
periodically drawn and the reports submitted to the Pollution Control Board indicating
compliance with the standards.
60. APPRECIATION:
The Directors take this opportunity to express their appreciation for continued co-operation
and assistance extended by Investors, Government Authorities, Bankers, Suppliers and
Customers. Your Directors look forward to their continued support. Last but not the least;
your Directors also sincerely acknowledge the significant contributions made by the devoted
workers, staff and executives for their dedicated services to the Company.
For and on behalf of the Board of Directors
Radha Madhav Corporation Limited
Sd/- Sd/-
Nitin Jain Vijay Patel
Date: September 02, 2024 Whole Time Director & CFO Director
Place: Daman DIN: 09833381 DIN: 07505750
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