To,
The Members
The Board of Directors ("the Board") are pleased to present the 23rd
Annual Report of Ratnaveer Precision Engineering Limited ("the Company")
together with Audited Financial Statements of the Company for the Financial Year
("FY") ended March 31, 2025.
01. FINANCIAL HIGHLIGHTS:
[H In Million]
Particulars |
FY 2024-25 |
FY 2023-24 |
| Net Sales/ Income from Operation |
8918.78 |
5953.79 |
| Other Income |
40.32 |
70.21 |
Total Income |
8959.10 |
6024.00 |
| Profit before interest, Depreciation & Tax |
904.23 |
570.04 |
| Less Interest (Financial Cost) |
126.78 |
120.87 |
| Depreciation |
170.92 |
58.24 |
Profit/Loss Before Exceptional Item &Tax Exp. |
606.53 |
390.93 |
| Add/Less Exceptional Items |
0.00 |
0.00 |
Profit/Loss Before Tax |
606.53 |
390.93 |
| Less Previous years Adjustments |
57.05 |
47.80 |
| Provision for Current & Deferred |
81.33 |
32.63 |
Net Profit/Loss after tax |
468.15 |
310.50 |
Total Comprehensive Income/loss |
3.3 |
0.06 |
Total |
464.85 |
310.44 |
| Add: Balance carried from Profit & Loss A/c |
0 |
0.00 |
| Less: Provision for earlier year taxation |
0 |
0.00 |
Net Profit/Loss after tax and adjustments |
464.85 |
310.44 |
Transferred to general Reserve |
0 |
0.00 |
| Balance carried to the balance sheet |
464.85 |
310.42 |
EPS (Basic & Diluted) |
9.31 |
7.61 |
02. DIVIDEND
Your directors have decided not to declare any dividend for the financial year 2024-25.
This is mainly due to conserve the financial resources of the Company for future growth of
the Company. Considering the Market Capitalization, the provisions of Dividend
Distribution Policy is not applicable to the Company for the FY 2025-26.
03. TRANSFER TO RESERVES
No amount is proposed to be transferred to general reserves for the financial year
ended on March 2025. Entire amounts of profit to be retained in profit and loss account.
04. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the financial year ended
31.03.2025.
05. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY BETWEEN BALANCE SHEET DATE AND DATE OF BOARD'S REPORT:
In terms of Section 134(3)(l) of the Companies Act, 2013, there have not been any
material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year as on 31st March, 2025 and
the date of the Report.
06. STATE OF COMPANY'S AFFAIRS AND REVIEW OF BUSINESS OPERATIONS & FUTURE
PROSPECTS:
During the year under review, the revenue from operations (standalone) increased by
49.80% from Rs.5953.79 million in FY 2023-24 to Rs.8918.78 million in FY 2024-25.
Profit before interest, tax, depreciation, and amortization (EBITDA') increased by
58.63% from Rs.570.04 million in FY 2023-24 to Rs.904.23 million in FY 2024-25.
Profit after tax from Operations increased by 50.77% from Rs.310.50 million in FY 2023-24
to Rs.468.15 million in FY 2024-25. Earnings per share have increased from Rs.7.61 per
share in the FY 2023-24 to Rs.9.31 per share, recording a growth of 22.34%. The key growth
drivers for profits during the year have been increased sales volume, cost optimization
measures, and expansion into new markets.
The Board of Directors are happy to inform you that the Company has achieved the
targeted financial position. The company is one of the leading producers of highest range
of S.S. Fastener Industry related products viz. Stainless-Steel Washers, Solar Panel
Hooks, Tubes, Finished Sheets and Sheet Metal Products. The company is exporting its
products to various countries such as USA, UK, Germany, France, Italy, Netherlands,
Portugal, Spain, Switzerland, Austria etc,. Each of the Company's Products undergo various
examinations at different stages of production. The company is focusing to build long
lasting customer relationship which will make us preferred supplier. In present business
scenario, Company is exploring for better growth and will be able to maintain the same by
following global standards. However, Company needs to spread its wings and its portfolio
by adding new products for emerging amongst new global suppliers.
07. PRIVATE PLACEMENT OF EQUITY SHARES AND ISSUE OF WARRANTS
During the Financial Year 2024-25, the Company has issued and allot 45,50,349 Equity
shares of Rs.10/- each on preferential basis to the persons belonging to Non-promoter
category on 20th August, 2024. The said equity shares were issued at a price of
Rs.143/- (including premium of Rs.133 each).
The company raised of Rs.65,06,99,907 from the said private placement.
During the Financial Year 2024-25, the Company has also issued and allotted 20,27,972
warrants to the promoter Mr. Vijay Sanghavi, Managing Director of the Company. Each
convertible warrants shall be converted into one equity share of a face value of Rs.10/-
each fully paid-up equity share of the Company at any time within 18 months from the date
of allotment of the warrants.
08. SHARE CAPITAL AND CHANGE THEREIN
Subsequent to the completion of the private placement of equity shares, the paid-up
equity share capital of the Company increased from Rs.48,49,90,400 to Rs.53,04,93,890
(excluding of preference shares of Rs. 1,85,00,000).
Authorised Share Capital of the Company is
Rs. 65,00,00,000/- (Rupees Sixty Five Crore Only) divided into 6,20,00,000 (Six
Crores Twenty Lacs) Equity Shares of Rs.10/- (Rupees Ten only) each and 30,00,000
Preference Shares of Rs.10/- (Rupees Ten) each.
Issued, Subscribed and Paid-up share capital of the Company is J
54,89,93,890/- (Rupees Fifty Four Crore Eighty Nine Lacs Ninety Three Thousand Eight
Hundred Ninety only) divided into 5,30,49,389 (Five Crore Thirty Lacs Forty Nine Thousand
Three Hundred Eighty Nine only) Equity Shares of Rs.10/- (Rupees Ten Only) each and
18,50,000 Preference Shares of Rs.10/- (Rupees Ten) each.
Buy Back of Securities
Your Company has not bought back any of its securities during the year under review.
Sweat Equity
Your Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares
Your Company has not issued any Bonus Shares during the year under review.
Employee Stock Option Plan
Your Company has not provided any Stock Option Scheme to the employees.
09. DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT AND CHANGE THEREIN
During the year under review, there were changes in the composition of the board of
directors and KMP of the company.
At the end of the year following are the directors of the company
Sr. No. |
Name of Directors |
Designation |
Date of Appointment |
| 1 |
Mr. Vijay Ramanlal Sanghavi |
Managing Director and CFO |
20/02/2002 |
| 2 |
Mr. Babulal Sohanlal Chaplot |
Whole time Director |
01/07/2019 |
| 3 |
Mr. Sreeram Vishwanathan Rishinaradamangalam |
Independent Director |
16/04/2022 |
| 4 |
Dr. Binita Verdia |
Non-Executive Director |
07/09/2022 |
| 5 |
Mrs. Karuna Advani |
Independent Director |
12/12/2023 |
| 6 |
Mr. Rajash Dineshkumar Shah |
Independent Director |
22/05/2024 |
| 7 |
Mr. Umeshsinh Bhanupratapsinh Rathod |
Independent Director |
28/01/2024 |
| 8 |
Mr. Vimalbhai Ukchand Bokadia |
Independent Director |
28/01/2024 |
Pursuant to the provisions of Sections 2(51) and 203 of the Act read with Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following persons are acting as Key Managerial Personnel of the Company as on the date of
this Report:_
| i. |
Mr. Vijay Sanghavi |
Managing Director cum CFO |
| ii. |
Mr. Babulal Chaplot |
Wholetime Director |
| iii. |
Mr. Umang Lalpurwala |
Company Secretary cum Compliance Officer |
The Company has appointed Mr. Umeshsinh Bhanupratapsinh Rathod (DIN: 07378004) and Mr.
Vimalbhai Ukchand Bokadia (DIN: 02329466) as Independent Directors with effect from
28/01/2025 and Mr. Bharat Kanchanlal Shah (DIN: 00587810) and Mr. Ninad Raje (DIN:
07155714) who were Independent Directors of the Company have resigned w.e.f. 07.06.2024
and 15.07.2024 respectively due to their other pre-occupation.
The Board on recommendation of Nomination and Remuneration Committee and subject to the
approval of the shareholders by way of a Special Resolution proposed to appoint Mr.
Umeshsinh Bhanupratapsinh Rathod (DIN: 07378004) and Mr. Vimalbhai Ukchand Bokadia (DIN:
02329466) as Independent Directors with effect from 28th January, 2025 for a
period of 5 (Five) years. Ms. Swati Sharda who was a Company Secretary and Compliance
Officer of the Company has also resigned from her position with effect from 18th
November, 2024. The Board has appointed Mr. Umang Lalpurwala as a Company Secretary and
Compliance officer w.e.f 28.01.2025.
The details in respect of qualification, area of expertise etc. of all the above
appointee directors are provided in annexure to the notice. You are therefore in the
interest of the company requested to accord your consent to these resolutions.
Based on the confirmation received from the Directors, neither of these Directors are
disqualified under Section 164(2) of the Act.
10. INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under Section 149(6) of the Act
read with sub rule (1) and sub rule (2) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing
Regulations and they are independent of the management and they have complied with the
code for Independent prescribed in Schedule IV of the Act.
In terms of Regulation 25(8) of the SEBI Listing Regulations, they 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 with an
objective independent judgment and without any external influence. The Board of Directors
of the Company has taken on record the declaration and confirmation submitted by the
Independent Directors after undertaking due assessment of the veracity of the same. They
are not liable to retire by rotation in terms of Section 149(13) of the Act. The Board is
of the opinion that the all Directors including the Independent Directors of the Company
possess requisite qualifications, experience and expertise in their relative fields and
that they hold highest standards of integrity.
The Independent Directors of the Company have confirmed that they have enrolled
themselves in the Independent Directors' Databank maintained with the Indian Institute of
Corporate Affairs ("IICA") in terms of Section 150 of the Act read with Rule 6
of the Companies (Appointment & Qualification of Directors) Rules, 2014.
Opinion of the Board with regard to integrity, expertise and experience (including
proficiency) of the Independent Directors: The Board is of the opinion that the
Independent Directors of the Company are professionally qualified and well experienced in
their respective domains and meet the criteria regarding integrity, expertise, experience
and proficiency. Their qualifications, specialized domain knowledge, strategic thinking,
decision making and vast experience in varied fields has immensely contributed in
strengthening the Company's processes to align the same with good industry practices.
11. FAMILIARISATION PROGRAMME FOR INDEPENDNET DIRECTOR:
In compliance with the requirements of Regulation 25(7) of the SEBI Listing
Regulations, the Company has put in place a Familiarisation Programme for the Independent
Directors to familiarise them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The
details of the Familiarisation Programme imparted to Independent Directors are also
available on the Company's official website at www.ratnaveer.com .
12. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of Section 134(3)(p) of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an
annual performance evaluation of its own, the Chairperson, Board's Committees, as well as,
Directors individually including performance of Independent Directors, after seeking
inputs from all the Directors/Committee members and finds it satisfactory. The manner in
which the evaluation has been carried out has been explained in the Corporate Governance
Report.
Your Company has also received declaration from all the Directors and senior management
personnel on compliance of Code of Conduct as, formulated by the Company.
13. BOARD AND COMMITTEE MEETINGS
During the Financial Year 2024-25 under review, 11 (Eleven) meetings of the Board of
Directors were held in accordance with the provisions of the Companies Act, 2013 read with
rules made there under and the applicable secretarial standards. The details of the Board
Meetings with regard to their dates and attendance of each of the Directors thereat have
been provided in the Corporate Governance Report which forms part of the Annual Report of
the Company. The intervening gap between the meetings of Board of Directors of the Company
were within the period prescribed under the Act.
Details of Committee Meetings of Board of Directors
The Company has duly constituted the following mandatory Committees in terms of the
provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time viz. a. Audit Committee; b.
Nomination and Remuneration Committee; c. Stakeholders Relationship Committee and d.
Corporate Social Responsibility Committee; Risk Management committee The Composition of
all such Committees, number of meetings held during the year under review, attendance of
each of the Directors at such meetings, brief terms of reference and other details have
been provided in the Corporate Governance Report which forms part of this Annual Report.
All the recommendations made by the Committees were accepted by the Board. Further as per
Section 177(8) of the Act, as amended from time to time, there have been no instances
during the year where recommendations of the Audit Committee were not accepted by the
Board of Directors.
14. SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, one (1) Separate meeting of Independent Directors was
held on 09th November, 2024. The details of the Independent Directors Meeting
and the attendance of the Directors etc. are provided in the Corporate Governance Report,
which forms part of this Report.
LISTING ON STOCK EXCHANGES
The Equity Shares of the Company continue to remain listed on BSE Limited
("BSE") and National Stock Exchanges of India Limited ("NSE"). The
annual listing fees for the 2025-26 has been paid.
15. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3) (C) of the Companies Act, 2013, in
relation to financial statements of the Company for the year ended 31st March,
2025 the Board hereby submits its Responsibility Statements that:-
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
f) Internal financial controls (as required by explanation to section 134(5)(e) of the
Act) is being followed by the Company and that such internal financial controls are
adequate and were operating effectively;
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT 2013
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes forming part of the Financial
Statements and forms a part of this Annual Report.
17. UTILISATION OF PROCEEDS OF IPO, PRIVATE PLACEMENT AND WARRANTS
Your Company has utilised IPO proceeds as per the objects stated in the Prospectus of
the Company and pursuant to Regulation 32 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
("SEBI Listing Regulations") during the period under review, there was no
deviation / variation in utilisation of funds raised in respect of the Initial Public
Offering of the Company. The Company had appointed Care Ratings Limited as Monitoring
Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time, to
monitor the utilisation of IPO proceeds and the Company had obtained monitoring reports
from the Monitoring Agency from time to time. As the Company had fully utilized the IPO
proceeds in second quarter of the financial year 2024-25, no further reporting on
utilization of IPO proceeds required to be submitted to stock exchanges.
Your Company has also fully utilized the proceeds of private placement in the third
quarter of the financial 2024-25 and there was no deviation / variation in utilisation of
funds raised in respect of the private placement of the Company.
Your Company has received partly payment of Rs.7.25 crores (25% of total issue
price) against issue of warrants and the proceeds of the same were utilsed without any
deviation/ variation.
The Company has after placing before the Audit Committee and the Board, submitted the
statement(s) and report as required under Regulation 32 of the SEBI Listing Regulations to
both the exchanges where the shares of the Company are listed.
18. INDUSTRIAL RELATIONS
During the year under review, the Industrial Relations remained cordial. Your Company
is committed to uphold its excellent reputation in the field of Industrial relations.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at its workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual harassment at the workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. Pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH
Act") and Rules made thereunder, the Company has formed an Internal Complaint
Committee ("ICC") for its workplaces to address complaints pertaining to sexual
harassment in accordance with the POSH Act. The Company has a detailed policy for
prevention of sexual harassment at workplace which ensures a free and fair enquiry process
with clear timelines for resolution.
The Policy is uploaded on the website of the Company at https://ratnaveer.com/policy/
Policy on PreentionofSexualHarassment.pdf.
During the Year under review, the details regarding complaints on sexual harassment are
given as under. a. Number of complaints of sexual harassment received in the year: NIL b.
Number of complaints disposed off during the year: NA c. Number of cases pending
for more than ninety days: NA
Further, the details / disclosure pertaining to number of complaints filed and disposed
during the FY 2024-25 and pending as on end of the financial year i.e. 31st
March, 2025 has been provided in the Corporate Governance Report which is forming part of
this Report.
20. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961
During the FY 2024-25 The Company has implemented the policy for the benefit of the
maternity in compliance of the provisions of the Maternity Benefit Act, 1961.
During the Year under review, there was no any application received for the maternity
leave and for other benefits applicable under the Maternity Benefit Act, 1961.
21. BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse Board in its success.
The Board has adopted the Board Diversity Policy which sets out the approach to diversity
of the Board of Directors. The policy is available on our website at https://
ratnaveer.com/policy/BoardDiversityPolicy.pdf.
22. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to section 197 (12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of the employees of the Company is given in Annexure "A".
The disclosure is available for inspection by the Members at the Registered Office of your
Company during business hours on all working days of the Company up to the date of the
ensuing AGM. Any Member interested in obtaining such information may send their email to
cs@ratnaveer.com .
There is no Employee in the company who was / is drawing remuneration more than
managerial personnel nor there did any employee who has drawn remuneration more than
Rs.102.00 Lakhs p.a. or 8.50 Lakhs p.m. as describe under Rules Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Salary of
Mr. Vijay Sanghavi is 54,00,000 p.a. as per CG Report and Babulal Sir is 8,41,848 p.a.
23. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company incorporated one foreign wholly owned subsidiary Company at UAE namely
Ratnaveer Stainless Inox LLC (Limited Liability Company), which received business license
on 17th October, 2023. Further, the company does not have any material
subsidiary in terms of Companies Act, 2013 read with Listing Regulations. The Said
subsidiary Company is yet to commence business operation. Hence Consolidation of Financial
Statement is not applicable. Hence, the Statement containing salient features of the
financial statement of subsidiaries Company as per the Companies Act, 2013 is not provided
herewith.
The Company does not have any joint venture or associate company.
24. CREDIT RATING
During the financial year under review, the long term and short term credit ratings of
your Company has been to "IVR BBB+/Positive Outlook" and "IVR A2"
respectively.
25. RELATED PARTY TRANSACTIONS
During the FY 2024-25, the Company has entered into transactions with related parties
as defined under Section 2(76) of the Act read with Companies (Specification of
Definitions Details) Rules, 2014, all Related Party Transactions as entered into during
the financial year were at Arm's Length basis and were in ordinary course of business. No
materially significant related party transactions were entered by the Company with
Promoters, Directors, Key Managerial Personnel, other designated persons or other related
parties, which may have potential conflict with the interest of the Company at large. All
related party transactions were approved by the Audit Committee, as well as, the Board of
Directors. The summary of such transactions is given in Note No. 42 of Notes forming
part of Accounts'.
The Policy on Related Party Transactions has been uploaded on the Company's Website,
web_link of which is https://ratnaveer.com/policy/Relatedpartypolicy2024-25. pdf Form AOC
2 as required under section 134 (3) (h) of the Act read with rule 8(2) of the
Companies (Accounts) Rules, 2014 is attached as Annexure "A (1)".
26. DISCLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
In terms of Sub-section 3(m) of Section 134 of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, particulars relating to
conservation of energy, technology absorption, foreign exchange earnings and outgo are
given in Annexure "B" forming part of this report.
27. ANNUAL RETURN
As per provisions of Section 92 and 134(3) (a) of the Companies Act, 2013 read with
Rules made thereunder, the Annual Return in Form no. MGT-7 for the FY 2024-25 is placed on
the website of the Company, web-link of which is https://ratnaveer.com/ annualreturn.html
28. CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY
Your Company fall within the purview of Section 135 of the Companies Act, 2013. The
Company has constituted Corporate Social Responsibility Committee and has initiated action
to spend CSR amount during the year 2024-25. The Corporate Social Responsibility report is
enclosed as Annexure "C". The Company is actively associated with various
social activities undertaken by different Trusts and Societies, without any legal and
statutory requirements. As a constructive partner in the communities in which it operates,
the Company has been taking concrete action to realize its social responsibility
objective. The Company has been playing a proactive role in the socio-economic growth and
has contributed to all spheres ranging from sports, health, education, environment
conservation etc.
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a well-defined Whistle Blower Policy and has established Vigil
Mechanism which provides adequate safeguards against victimization of Reporting persons
who follow such mechanism and also make provisions for direct access to the Chairman of
Audit Committee in appropriate cases. The Vigil Mechanism / Whistle Blower Policy has been
placed on the Company's website https://ratnaveer.com/
policy/VigilMechanismWhistleBlowerPolicy.pdf .
30. POLICY ON NOMINATION AND REMUNERATION
In compliance with the requirements of Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has laid down a Nomination and Remuneration policy which has been
uploaded on the Company's website. The web-link for Nomination & Remuneration Policy
is https://ratnaveer.com/policy/ NominationandRemunaerationPolicy.pdf. The salient
features of the NRC Policy are as under:-
a) Setting out the objectives of the Policy
b) Definitions for the purpose of the Policy
c) Policy for appointment and removal of Director, KMP and Senior Management.
d) Policy relating to the remuneration for the Managerial Personnel, KMP, Senior
Management Personnel & other employees. The details with respect to terms of Reference
are provided in the Corporate Governance Report form part of this report.
31. RISK MANAGEMENT POLICY
The Risk Management Process is designed to safeguard the organization from various
risks through adequate and timely actions. It is designed to anticipate, evaluate and
mitigate risks in order to minimize its impact on the business. The potential risks are
inventoried and integrated with the management process so that they receive the necessary
consideration during decision making. It is dealt with in greater details in the
management discussion and analysis section.
32. COMMITTEES OF THE BOARD
The Company has already formed the following Committees to ensure timely compliances
and better corporate governance of all the applicable rules and regulations:
(i) Audit Committee,
2) Nomination & Remuneration Committee and
3) Stakeholders Relationship Committee. The details about these committees are given in
the Corporate Governance Report.
Further as per Section 177(8) of the Act, as amended from time to time, there have been
no instances during the year where recommendations of the Audit Committee were not
accepted by the Board of Directors.
33. INSURANCE
The properties of the Company including plant and machinery, stocks etc. have been
adequately insured. The Company has also taken adequate insurance cover for loss of profit
and Standing Charges. In terms of Regulation 25(10) Listing Regulations, the Company has
also taken Director's and Officer's Liability Policy to provide coverage against the
liabilities arising on them.
34. FINANCE
During the year under review, your Company availed various financial facilities from
the existing Bankers as per the business requirements. Your Company has been regular in
paying interest and in repayment of the principal amount of the term lenders.
35. AUDITORS
A) STATUTORY AUDITORS
M/s. Pankaj R. Shah & Associates; Chartered Accountants (FRN: 107361W)
Ahmedabad who were appointed as Statutory Auditors of the Company at the 20th
Annual General Meeting will continue as such for the term of five years.
The Statutory Auditors' report does not contain any qualification, reservation or
adverse remark and is self-explanatory and unmodified and thus does not require any
further clarifications / comments.
B) SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed TNT and
Associates, (CP No: 3123) a firm of Practicing Company Secretaries, Vadodara, as
Secretarial Auditors to undertake Secretarial Audit of the Company for first term of five
years i.e. from 23rd Annual General Meeting till the conclusion of 28th
Annual General Meeting of the Company to be held for the FY 2029-30 on the terms and
conditions as mentioned in the notice convening [.] Annual General Meeting forming part of
this report. The Secretarial Audit Report for the financial year 2024-25 is annexed
herewith as Annexure "D".
C) COST AUDITOR
In terms of Section 148 of the Act, the Company is required to maintain cost records
and have the audit of its cost records conducted by a Cost Accountant. Cost records are
prepared and maintained by the Company as required under Section 148(1) of the Act. M/s.
Ashish Bhavsar & Associates, Cost Accountants, have been appointed as Cost
Auditors for audit of Cost Records and Statements for the financial year 2025-26. The
proposed remuneration for the said financial year, as stated in the notice of the ensuing
Annual General Meeting, is to be confirmed by the shareholders as required under section
148 of the Act. The Company has received certificate from the Cost Auditors for
eligibility u/s 141(3)(g) of the Act for appointment as Cost Auditors and his / its
independence and arm's length relationship with the Company.
Further the company has made and maintained proper Cost Records as specified by the
Central Government under Section 148 (1) of the Companies Act, 2013 for its business
activities carried out during the year.
D) INTERNAL AUDITORS
M/s. Bhadresh K Mehta & Co (Memb No-39858), Chartered Accountants, Vadodara
have been appointed as Internal Auditors for conducting internal audit of the Company for
the financial year 2025-26.
Explanation or Comments on disqualifications, reservations, adverse remarks or
disclaimers in the Auditors' Reports;
No disqualifications, reservations, adverse remarks or disclaimers have been reported
in any Auditors' Reports, requiring any explanation or comments by the Board of Directors
of the Company.
36. REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW
During the FY 2024-25, The Auditors have not reported any instances of frauds committed
in your Company by its officers or employees, to the Audit Committee under Section 143(12)
of the Act details of which needs to be mentioned in this Report.
37. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
The Company has complied with all the applicable requirements of Corporate Governance
as stipulated in Regulations 17 to 27 and clauses (b) to (i) of Sub-Regulation (2) of
Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. A Separate Report on Corporate Governance and a Certificate obtained from TNT &
Associates, Practicing Company Secretaries, regarding compliance with the conditions of
Corporate Governance.
38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and/or material orders were passed by any Regulator or Court or Tribunal
impacting the going concern status and the Company's operation in future.
39. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems, commensurate with the size and scale
of the Company. However, looking to the need of the time it has been decided to widen the
scope of internal audit and accordingly internal auditors have been appointed who submit
their periodical reports to the Board and their advices are adopted and needful is done,
if required for better control.
40. UNCLAIMED EQUITY SHARES AND DIVIDEND AND TRANSFER OF FUND TO IEPF AUTHORITY
During the year under review, no amount was required to be transferred to Investor
Education and Protection Fund (IEPF) as Company has not declared any dividend in the past.
Your Company has appointed Mr. Umang Lalpurwala, Company Secretary &
Compliance Officer and also as Nodal Officer of the Company. Details of the same are
available on the website of the Company at https://ratnaveer.com/investorsgrievances.html.
41. SECRETARIAL STANDARDS
All the applicable secretarial standards issued by the Institute of Company Secretaries
of India (ICSI) with respect to Board and General Meeting are being followed by the
Company.
42. DEPOSITS
The Company has not accepted any fixed deposits, within the meaning of section 73 of
the companies Act 2013, Read with the Companies (Acceptance of Deposits) Rules, 2014
during the period under review.
43. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES
During the FY 2024-25 the Company has not availed any loan(s) from the Directors or
their Relatives.
44. FAILURE TO IMPLEMENT ANY CORPORATE ACTION
During the year under review, no such instance where the Company has failed to complete
or implement any corporate action within specified time limit.
45. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
("IBC")
There is no such proceeding or appeal pending under Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year and at the end of the financial year, even upto the date
of this report.
46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH REASONS THEREOF
No such instance of One-time settlement or valuation was done while taking or
discharging loan from the Banks / Financial institutions occurred during the year.
47. REVISION IN FINANCIAL STATEMENT OR BOARDS REPORT
During the year under review, no revision in Financial Statement or Boards Report has
been made pursuant to section 131 of the Companies Act, 2013.
48. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
As on the date of this Report, your Directors are not aware of any circumstances not
otherwise dealt with in this Report or in the financial statements of your Company, which
would render any amount stated in the Accounts of the Company misleading. In the opinion
of the Directors, no item, transaction or event of a material and unusual nature has
arisen in the interval between the end of the financial year and the date of this report,
which would affect substantially the result or the operations of your Company for the
financial year in respect of which this report is made.
49. CAUTIONARY STATEMENT
Statements in the Annual Report, including those which relate to Management Discussion
and Analysis describing the Company's objectives, projections, estimates and expectations,
may constitute forward looking' statements within the meaning of applicable laws and
regulations. Although the expectations are based on reasonable assumptions, the actual
results might differ.
50. ACKNOWLEDGEMENTS
The Bankers and financial institutions have extended their full support, cooperation
and valuable assistance to the Company. Your Directors place on record their appreciation
for the same.
| For and on behalf of the Board of Directors of |
NAME: VIJAY R. SANGHAVI |
RATNAVEER PRECISION ENGINEERING LIMITED |
Chairman |
| DATE: 28.07.2025 |
(DIN: 00495922) |
| PLACE: VADODARA |
|