To
The Members, RAJGOR CASTOR DERIVATIVES LIMITED
(Previously Known as Rajgor Castor Derivatives Private Limited)
The Directors of your Company with immense pleasure, presenting the 6th
Annual Report on the business and operation of the company together with Audited Financial
Statements of Accounts and the Auditors Report of your Company for the Financial Year
ended on 31st March, 2024.
1. FINANCIAL HIGHLIGHTS:
(Amount in Rupees)
Particulars |
Current Year 31.03.2024 |
Previous Year 31.03.2023 |
Revenue from Operations |
5,64,83,57,604.92 |
4,28,78,05,789.26 |
Other Income |
14,66,181.83 |
9,29,229.97 |
Total Revenue |
5,64,98,23,786.75 |
4,28,87,35,019.23 |
Total Expenditure
(Including Change in Inventories) |
5,51,34,23,465.80 |
4,20,21,55,053.13 |
Profit Before Tax |
13,64,00,320.95 |
8,65,79,965 |
Less: Tax expense/ Deferred tax liability |
3,85,62,062.53 |
31,133,430.00 |
Profit after Tax |
9,78,38,258.42 |
5,54,46,536.10 |
Earnings Per Share (Basic) |
5.18 |
30.06 |
Earnings Per Share (Diluted) |
5.18 |
30.06 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S
AFFAIRS:
The Key highlights pertaining to the business operations of the Company
for the year 2023-24 have been given hereunder:
? The total revenue from operation of the Company during the
financial year 2023-24 is Rs. 5,64,98,23,786.75/- against the previous year’s revenue
of Rs. 4,28,87,35,019.23/-.
? The Company has earned net profit of Rs. 9,78,38,258.42/-
against the previous year’s Profit of Rs 5,54,46,536.10/-.
? The company has also started Export during the year.
Your directors are optimistic about the Company’s business and
hopeful of better performance with increased revenue and profit in the coming year.
3. DIVIDEND:
Your Company has earned a net profit (after tax) of Rs.
9,78,38,258.42/- as against Rs. 5,54,46,536.10/- in the previous year. The Board has
recommended a dividend of Rs. 0.10 per share for the financial year ended March 31, 2024,
whereas your directors didn’t recommend dividend for the year ended 31st
March, 2023 due to appropriation of the excess funds to development of the business.
The dividend, if approved by the Members at the ensuing Annual General
Meeting (AGM), shall absorb a sum of Rs. 23.92 Lacs.
The Dividend Distribution Policy of the Company in line with Regulation
43A of the Listing Regulations is available on the Company’s website at
www.rajgorcastor.com.
4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION
FUND:
Your Company did 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).
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
Information on conservation of Energy, Technology absorption, Foreign
Exchange earnings and outgo required to be disclosed under Section 134 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed in Annexure-
I.
6. CHANGE IN THE NATURE OF BUSINESS:
There are no changes in the nature of business during the year.
7. TRANSFER TO RESERVES:
The Company has transferred Rs. 97,838,258.42/- to reserves.
8. SHARE CAPITAL:
? AUTHORISED SHARE CAPITAL
During the year, The company has increased its authorized capital from
10,00,00,000/- (Rupees ten crore only) divided into 1 crore equity shares of Rs. 10/- each
TO Rs. 24,00,00,000 (Rupees Twenty four crore only) divided into 2.4 crore equity shares
Rs. 10/- Each in the Extra ordinary General Meeting (EoGM) held on 26th June,
2023.
? ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
During the year, the Company had allotted Shares by way of following
issues:
S.No. |
Type of Issue |
Type of Shares |
Number of Shares Issued |
Total Amount (Rs.)
(Including Premium) |
1. |
Bonus Issue* |
Equity Shares |
1,28,75,016 |
-- |
2. |
Fresh Issue through |
IPO*Equity Shares |
88,95,000 |
44,47,50,000 |
*Bonus Issue:
During the year, The company has issued the 1,28,75,016 number of
equity shares as bonus shares in the ratio of 6 (six) bonus equity shares for every 1(one)
existing fully paid up equity shares in the Extra ordinary General Meeting (EoGM) held on
26th June, 2023. The aforesaid shares has been allotted on 5th July,
2023.
*Issue of Equity Shares through IPO:
During the year, The Paid up Capital of the company was increased by
Fresh issue through Initial Public offer of 88,95,000 Equity Shares (Face Value of Rs.
10/- Each) at a Price of Rs. 50/- Per Equity Share (Including a Share Premium of Rs. 40/-
Per Equity Share), Aggregating Rs. 44,47,50,000/-. Further, the company has also made
offer for sale for 6,66,000 Equity Shares (Face Value of Rs. 10/- Each) at a Price of Rs.
50/- Per Equity Share (Including a Share Premium of Rs. 40/- Per Equity Share),
Aggregating Rs. 3,33,00,000/- through Initial Public offer.
The aforementioned equity shares were allotted on 25th
October, 2023. The equity shares of the company got listed on NSE Emerge Platform on 31st
October, 2023.
Therefore, the revised capital structure as on March 31, 2024 is as
follows:
Authorised Capital (in Rs.) |
24,00,00,000/- |
Issued, subscribed and Paid-Up Capital (in
Rs.) |
23,91,58,520/- |
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
I. As on 31st March, 2024, The Company does not have any
Associates and joint ventures company as per Companies Act 2013.
II. As on 31st March, 2024, The Company has sister concerned
companies which are having common Management and Relative of director in the company
respectively name as follows;
? Rajgor Agro Limited
? Rajgor Proteins Limited
? Rajgor Industries Private Limited
? Exaoil Refinery limited
? Koovey Oleo Science Private Limited
? Rajgor Logistics Private Limited
? TTL Enterprises Limited
10. RELATED PARTY DISCLOSURES:
During the year transaction with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 annexed herewith in Form AOC-2
as Annexure II.
11. CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:
During the Financial Year 2023-24 company has made the following
amendment in Memorandum of Association (MOA) and Articles of Association (AOA).
Company has changed their Capital Clause during the year.
The company has increased its authorized share capital from Rs.
10,00,00,000/- (Rupees ten crore only) to Rs. 24,00,00,000 (Rupees Twenty four crore only)
divided into 2.4 crore equity shares having face value of Rs. 10 Each in the Extra
ordinary General Meeting (EoGM) held on 26th June, 2023.
12. INITIAL PUBLIC OFFER OF EQUITY SHARES:
Your Company came out with an initial public offer (IPO) of its equity
shares aggregating to Rs. 4780.50 Lakhs comprising of Rs. 4447.50 Lakhs and 333.00 Lakhs
for fresh issue and offer for sale respectively. The issue was open for subscription from
October 17, 2023 to October 20, 2023. Pursuant to the Fresh issue 88,95,000 equity shares
were issued and allotted on 25th October, 2023 to the public at price of Rs. 50
per share.
13. LISTING:
The Equity Shares of the Company are listed on SME Emerge Platform of
NSE Limited w.e.f. 31st October, 2023. The Company has paid the annual listing
fee for the financial year 2024-25. The Equity Shares of the Company has the electronic
connectivity under ISIN No. INE0BZQ01011.
14. BOARD MEETINGS:
The Board meets at regular intervals to discuss and take a view on the
Company’s policies and strategy apart from other Board matters. The notice for the
board meetings is given well in advance to all the Directors.
During the year, the Board of Directors met Seventeen times and board
meetings were held on the following dates as mentioned in the table:
Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
1. |
14.04.2023 |
4 |
4 |
2. |
06.05.2023 |
5 |
4 |
3. |
01.06.2023 |
5 |
5 |
4. |
22.06.2023 |
5 |
4 |
5. |
28.06.2023 |
5 |
5 |
6. |
05.07.2023 |
5 |
4 |
7. |
20.07.2023 |
5 |
5 |
8. |
27.07.2023 |
5 |
5 |
9. |
03.08.2023 |
5 |
5 |
10. |
04.09.2023 |
5 |
5 |
11. |
04.10.2023 |
5 |
5 |
12. |
07.10.2023 |
5 |
5 |
13. |
21.10.2023 |
5 |
5 |
14. |
25.10.2023 |
5 |
5 |
15. |
10.11.2023 |
5 |
5 |
16. |
30.12.2023 |
5 |
5 |
17. |
20.03.2024 |
5 |
5 |
15. DIRECTOR’S RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, it is hereby confirmed that:
i) That in the preparation of the annual accounts for the financial
year ended 31st March 2024, as per the applicable accounting standards have
been followed and that there were no material departures; ii) That the Directors had
selected such accounting policies and applied them consistently and made judgments and
estimates that were 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 the financial year and of the profit of the
company for the year under review;
iii) That the Directors had 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 a fraud and other irregularity.
iv) That the Directors have prepared the annual accounts for the year
ended 31st March 2024 on a going concern basis.
v) That the Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively;
vi) That the Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that systems were adequate and operating
effectively.
16. DEPOSITS:
During the year under review, your Company did not accept or renewed
any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by
Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 and there remains no unpaid or unclaimed deposit with the Company at the end
of financial year.
17. SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued
by the Institute of Company Secretaries of India.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company's Board is duly constituted and is in compliance with the
requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as applicable on the Company and provisions of the
Articles of Association of the Company. The Company's Board has been constituted with
requisite diversity, wisdom and experience commensurate to the business of your Company.
The Directors on the Board have experience in the field of
manufacturing, accounts, finance, legal, statutory compliance.
None of the Directors are disqualified under the provisions of
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 as at March 31, 2024.
COMPOSITION OF BOARD AND KMP
Sr. no. |
Name of director |
Designation |
1. |
BRIJESHKUMAR VASANTLAL RAJGOR |
Managing Director |
2. |
VASANTKUMAR SHANKARLAL RAJGOR |
Executive Director |
3. |
MAHESHKUMAR SHANKARLAL
RAJGOR |
Non-Executive and
Non-Independent Director |
4. |
SHIVANGI GAJJAR |
Independent Director |
5. |
NISHIT DUSHYANT SHAH |
Independent Director |
6. |
*DIPIKA PRADEEP SONI |
Additional Director
(Non-Executive and Independent) |
7. |
*HIMALI MAHESHBHAI THAKKAR |
Additional Director
(Non-Executive and Independent) |
8. |
VARUN AJAYBHAI PATEL |
Chief Financial officer |
9. |
PARIN NAYANBHAI SHAH |
Company Secretary |
*Ms. Dipika Pradeep Soni and Ms. Himali Maheshbhai Thakkar has been
appointed as an Additional Director (Non-Executive and Independent) of the company w.e.f
28.08.2024.
APPOINTMENT/REAPPOINTMENT/CHANGE OF DIRECTORS OR KEY MANAGERIAL
PERSONNEL
During the year, The Company has appointed 2 independent directors
named Ms. Shivangi Gajjar and Mr. Nishit Dushyant Shah on the board meeting held 14th
April, 2023 and 6th May, 2023 respectively.
The company has appointed Mr. Varun Ajaybhai Patel as a Chief Financial
Officer (C.F.O.) of the company in the capacity of Key Managerial personnel w.e.f. 01st
June,2023
The Company has appointed Mr. Parin Shah as a Company Secretary &
Compliance Officer of the Company in the capacity of Key Managerial personnel w.e.f. 1st
June, 2023.
Further Ms. Dipika Pradeep Soni and Ms. Himali Maheshbhai Thakkar has
been appointed as an Additional Director (Non-Executive and Independent) of the company on
the board meeting held 28th August, 2024.
19. DIRECTOR RETIRE BY ROTATION
In accordance with the provisions of the companies Act, 2013 and the
articles of the association of the company, Mr. Maheshkumar Shankarlal Rajgor,
Non-Executive and Non-Independent Director retires by rotation at the forthcoming 6th
Annual General meeting and being eligible, offers himself for re-appointment.
20. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149:
The Company has received declarations from the Independent Directors of
the Company that they meet with the criteria of independence as prescribed under sub-
section (6) of Section 149 of the Companies Act, 2013 alongwith in compliance in Rule 6(1)
and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended
from time to time and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and there
has been no change in the circumstances which may affect their status as independent
director during the year and they have complied with the code of conduct for Independent
Directors prescribed in Schedule IV of the Companies Act, 2013.
In the opinion of the Board, all the Independent Directors possess
requisite qualifications, experience, expertise including the Proficiency and hold high
standards of integrity for the purpose of Rule 8(5)(iii) (a) of the Companies (Accounts)
Rules, 2014.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, paid to them for the purpose of attending meetings of the Board / Committee of the
Company.
21. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
The company has implemented a robust Familiarization Program for
independent directors, aiming to equip them with the necessary knowledge, insights, and
exposure to effectively discharge their responsibilities. The program includes
comprehensive induction, periodic updates on industry trends, site visits, relevant
training programs, access to information, and regular interactions with senior management.
By actively engaging independent directors and providing them with the necessary
resources, we strive to foster a well-informed and engaged Board that contributes to
effective governance and value creation.
22. COMMITTEES OF THE BOARD:
The company has constituted following committees as per the companies
Act, 2013.
a. Audit Committee
Your Company has in accordance with the Section 177 of the Companies
Act, 2013 constituted the Audit Committee on 28.06.2023 comprising of 3 directors.
The Composition of Audit Committee for the financial year 2023-24 is as
follows:
Name of Director |
Designation in the
Committee |
Designation |
NISHIT DUSHYANT SHAH |
Chairman |
Non-Executive Independent Director |
SHIVANGI GAJJAR |
Member |
Non-Executive Independent Director |
BRIJESHKUMAR VASANTLAL RAJGOR |
Member |
Managing Director |
The Audit committee policy is available on the website of the company
at www.rajgorcastor.com
b. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was reconstituted on
28.06.2023. The Constitution, composition and functioning of the Nomination and
Remuneration Committee also meets with the requirements of Section 178(1) of the Companies
Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Composition of Nomination and Remuneration Committee for the
financial year 2023-24 is as follows:
Name of Director |
Designation in the
Committee |
Designation |
NISHIT DUSHYANT SHAH |
Chairman |
Non-Executive Independent
Director |
SHIVANGI GAJJAR |
Member |
Non-Executive Independent
Director |
MAHESHKUMAR SHANKARLAL RAJAGOR |
Member |
Non-Executive Director |
The Nomination and remuneration policy available on the website of the
company at www.rajgorcastor.com which includes all the required details relating to
directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under subsection (3) of section 178.
c. Stakeholders Relationship Committee
The Stakeholder’s Relationship Committee was reconstituted on
28.06.2023. The Constitution, composition and functioning of the Stakeholder’s
Relationship Committee also meets with the requirements of Section 178 of the Companies
Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Composition of Stakeholder’s Relationship Committee for the
financial year 2023-24 is as follows:
Name of Director |
Designation in the
Committee |
Designation |
NISHIT DUSHYANT SHAH |
Chairman |
Non-Executive Independent Director |
SHIVANGI GAJJAR |
Member |
Non-Executive Independent Director |
MAHESHKUMAR SHANKARLAL RAJAGOR |
Member |
Non-Executive Director |
23. BOARD EVALUATION INCLUDING THE MANNER IN WHICH FORMAL ANNUAL
EVALUATION HAS
BEEN MADE.
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.
24. AUDITORS:
Statutory Auditors :-
Pursuant to provisions of Section 139 of the Companies Act read with
the Companies (Audit & Auditors) Rules, 2014, M/s V S S B & Associates, Chartered
Accountants having registration number: 121356W, appointed as Statutory Auditors of the
Company for a term of five consecutive years to hold office from the conclusion of this
Annual general meeting to the conclusion of the annual general meeting of the company to
be held for the financial year ended on 31st March, 2028.
The Notes to the financial statements referred in the Auditors Report
are self-explanatory. There are no qualifications or reservations on adverse remarks or
disclaimers given by Statutory Auditors’ of the Company and therefore do not call for
any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is
enclosed with the financial statements in this Annual Report.
Reporting of frauds by Auditors:
During the year under review, the Auditors have not reported to the
Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud
committed against the Company by its officers or employees, the details of which would be
required to be mentioned in the Directors’ Report
Secretarial Auditor:-
After the closure of the year, Company has received resignation letter
from M/s. Shah Santoki & Associates, Practicing Company Secretary, from the position
of Secretarial Auditor due to his personal reason with immediate effect. So he was unable
to conduct the Secretarial Audit for the FY 2023-24.
Due to the casual vacancy of Secretarial Auditor, Pursuant to provision
of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force), the board of directors of the
company on recommendation of Audit Committee, at their meeting held on 28.08.2024 had
appointed M/s Sachin Thakkar and Associates, Company Secretaries, Ahmedabad (A Peer
Reviewed Firm) as a secretarial auditor to conduct the Secretarial Audit for the Financial
Year 2023-24.
The Secretarial Audit Report issued in form MR-3 by M/s Sachin Thakkar
and Associates, Company Secretaries in respect of the Secretarial Audit of the Company for
the financial year ended on March 31, 2024 is annexed as Annexure-III.
The observations and comments, if any, appearing in the secretarial
audit report are self-explanatory and do not call for any further explanation/
clarification. The secretarial auditor report does not contain any qualification,
reservation or adverse remark.
Cost Auditor:-
The Company has appointed M/s D R RADADIYA & CO, Cost Auditor (Firm
Registration No. 103702) as cost auditor for conducting the cost audit in respect of the
products manufactured by the Company as per the provisions of Section 148 of the Companies
Act, 2013 for the period under review. Further, as per Section 148 of the Companies Act,
2013, the remuneration payable to the Cost Auditor is required to be ratified at the
ensuing Annual General Meeting.
Pursuant to the provisions of the Companies Act, 2013 and rules
thereof, the Board of Directors of the Company, in their meeting held on 28th
August, 2024 appointed M/s D R RADADIYA & CO, Cost Auditor (Firm Registration No.
103702) for auditing the cost records of your Company for the year 2024-25. M/s D R
RADADIYA & CO, Cost Auditor (Firm Registration No. 103702), have confirmed that they
are free from disqualification specified under Section 141(3) and proviso to Section
148(3) read with Section 141(4) of the Act and that their appointment meets the
requirements of Section 141(3)(g) of the Act. They have further confirmed their
independent status and an arm’s length relationship with the Company. Further, as per
Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is
required to be ratified at the ensuing Annual General Meeting. The Company has maintained
cost accounts and records in accordance with provisions of Section 148 of the Companies
Act, 2013 and rules thereof.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013
& the rules made there under (including any statutory modification(s) or
reenactment(s) thereof, for the time being in force), the board of directors of the
company, at their meeting held on 28.06.2023 had appointed M/s R B TANNA AND CO (having
FRN: 110805W), Chartered Accountants, Ahmedabad as Internal Auditors to conduct Internal
Audit for the financial year 2023-24.
25. MANAGEMENT DISCUSSION & ANALYSIS:
In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read
with other applicable provisions, the detailed review of the operations, performance and
future outlook of the Company and its business is given in the Management's Discussion and
Analysis Report (MDA) which forms part of this Annual Report is annexed as
Annexure-IV.
26. BUSINESS RESPONSIBILITY REPORTING :
The Business Responsibility Reporting as required under Regulation
34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does
not apply to your company for the financial year 2023-24.
27. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2)
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Details of particulars of employees as required under rule 5 (2) of the
companies (Appointment and; Remuneration of Managerial Personnel) Rules, 2014 have been
annexed in Annexure-V.
28. PREVENTION OF INSIDER TRADING
Pursuant to the provision of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has
in place a code of conduct to regulate, monitor and report trading by insider for
prohibition of Insider trading in the shares of the Company. The code inter alia prohibits
purchase/ sale of shares of the Company by its Designated Persons and other connected
persons while in possession of Unpublished Price Sensitive Information in relation to the
Company and during the period when trading window is close. The company has also
formulated a Code of practices and procedures for fair disclosure of Unpublished Price
Sensitive Information (UPSI) and said code in available on company’s website and can
be assessed at www.rajgorcastor.com
29. CORPORATE GOVERNANCE
As per regulation 15(2) of the Listing Regulation, the Compliance with
the Corporate Governance provisions shall not apply in respect of the following class of
the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs.
10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous
financial year;
b. Listed entity which has listed its specified securities on the SME
Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence
compliance with the provisions of Corporate Governance shall not apply to the Company and
it does not form the part of the Annual Report for the financial year 2023-24.
30. CHANGES IN REGISTERED OFFICE ADDRESS:
The Company has changed its registered office from 807, Titanium One,
Nr. Pakwan Cross Road, S.G Highway, Bodakdev, Ahmedabad-380054, Gujarat To 1118, Fortune
Business Hub, Near Satyamev Elysiym, Science City Road, Sola, Ahmedabad-380060, Gujarat
with effect from 30th December, 2023.
31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has implemented adequate procedures and internal controls
which provide reasonable assurance regarding reliability of financial reporting and
preparation of financial statements. The Company also ensures that internal controls are
operating effectively.
32. RISK MANAGEMENT POLICY:
The Company has in place to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of the
Company. The Company’s internal control systems are commensurate with the nature of
its business and the size and complexity. There is no such identification of elements of
risk which in the opinion of the Board may threaten the existence of the company.
33. POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS:
Your Company has adopt the policy for the preservation of Documents and
Archival of Documents to ensure that all the necessary documents and records of the
Company are adequately protected and preserved as per the Statutory requirements which is
available on website www.rajgorcastor.com.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013:
The Company has always believed in providing a safe and harassment free
workplace for every individual working in its premises through various interventions and
practices. The Company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment The Company has in place an
Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of
Women at the Workplace (Prevention, Prohibition and Redressal), Act 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.
35. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the
Company had adopted Vigil Mechanism / Whistle Blower Policy’ for Directors and
employees. A mechanism has been established for employees to report concerns about
unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and
Ethics. It also provides for adequate safeguards against the victimization of employees
who avail of the mechanism and allows direct access to the Board of Directors in
exceptional cases. The Board will periodically review the functioning of Whistle Blower
Mechanism. During the Financial Year under review, no whistle blower event was reported
and mechanism functioning well. No personnel have been denied access to the Chairperson of
Audit Committee. The policy is available on the website of the company at
www.rajgorcastor.com.
36. INVESTOR GRIEVANCES REDRESSAL STATUS
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
The investor complaints are processed in a centralized web-based
complaints redress system. The salient features of this system are centralized database of
all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies
and online viewing by investors of actions taken on the complaint and its status. Your
Company has been registered on SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the statutory time limit from the
receipt of the complaint. The Company has not received any complaint on the SCORES during
financial year 2023-24.
SMART ODR
37. CORPORATE SOCIAL RESPONSIBILITY
CSR initiatives and activities are aligned to the requirements of
Section 135 of the Act.
A brief outline of the CSR policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure
VI of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
This Policy is available on the Company’s website at
www.rajgorcastor.com
38. LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES:
During the year ended 31st March, 2024, company has given Loans,
Guarantees and/or made any Investments covered within the limits as specified under the
provisions of Section 186 of the Companies Act, 2013. Particulars of loans, guarantees or
investments, if any covered under section 186 is mentioned in financial statement.
39. 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 THE REASONS THEREOF:
No such incidence took place during the year.
40. MATERIAL CHANGES AND COMMITMENTS:
There have been no Material 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 Related and the date of the report.
41. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals
which can impact the going concern status and Company’s operation in future.
42. PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE
INSOLVENCY AND
BANKRUPTCY CODE, 2016:
There are no proceedings initiated/ pending against your Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the
Company
43. WEBSITE:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has
maintained a functional website namely www.rajgorcastor.com containing basic
information about the Company. The website of the Company is also containing information
like Policies, Shareholding Pattern, Financial Results and information of the designated
officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc.
44. COPY OF ANNUAL RETURN:
The draft Annual Return as on March 31, 2024, in terms of provisions of
Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules
thereto is available on website of the Company www.rajgorcastor.com and forms integral
part of this Annual Report.
45. CREDIT RATING:
The Company had received Credit Rating from Infomerics Ratings
(INFOMERICS) for its Long Term and Short Term financial Facilities as IVR BBB/
Stable (IVR triple B with Stable outlook) and IVR A3+ (IVR A three plus) respectively.
46. INSURANCE:
The company has taken very pragmatic approach towards insurance.
Adequate cover has been taken for all movable and immovable assets for various types of
risk.
47. ACKNOWLEDGEMENT:
Your directors place on record their sincere appreciation of the
co-operation and assistance extended by the bankers of the Company. They also place on
record their appreciation of the devoted services rendered by the Executives, Staff
Members and Workers of the Company.
The Director concludes this Report by placing on record their gratitude
to all shareholders, bankers and Govt. authorities for their continued support.
For and on behalf of Board of Directors of |
|
RAJGOR CASTOR DERIVATIVES LIMITED |
|
SD/- |
SD/- |
MAHESHKUMAR SHANKARLAL RAJAGOR |
BRIJESHKUMAR VASANTLAL RAJGOR |
Chairman and Non-Executive Director |
Managing Director |
DIN: 07765332 |
DIN: 08156363 |
Date: 04/09/2024 |
Date: 04/09/2024 |
Place: Ahmedabad |
Place: Ahmedabad |