To,
The Members,
RUDRA GAS ENTERPRISE LIMITED,
(formerly known as Rudra Gas Enterprise Pr?vate Limited)
Ahmedabad.
Your Directors have pleasure in presenting herewith the 09th Annual Report together
with the Audited Statement of Accounts for the year ended on 31st March, 2024.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(Amount in Lacs except per data)
Particulars |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
TOTAL INCOME |
|
|
|
|
Revenue from Operations (Net) |
6376.64 |
4939.59 |
6376.64 |
4939.59 |
Other Income |
28.93 |
17.44 |
28.93 |
17.44 |
Total revenue |
6405.57 |
4957.03 |
6405.57 |
4957.03 |
TOTAL EXPENSES: |
|
|
|
|
Expenses (Employee Exps) |
1181.10 |
877.02 |
1181.10 |
877.02 |
Other Exps |
193.21 |
151.74 |
193.21 |
151.74 |
Finance Costs |
263.28 |
174.86 |
263.28 |
174.86 |
Total Exps |
5777.39 |
4469.94 |
5777.39 |
4469.94 |
Profit/(Loss) after finance costs but before exceptional Items |
628.18 |
487.09 |
628.18 |
487.09 |
Exceptional Items |
- |
- |
- |
- |
Profit before extraordinary ?tems and tax |
628.18 |
487.09 |
628.18 |
487.09 |
Extraordinary Items |
- |
- |
- |
- |
Profit before Tax |
628.18 |
487.09 |
628.18 |
487.09 |
Tax Expenses |
151.99 |
115.05 |
151.99 |
115.05 |
Prior Period Tax Adjustment |
3.37 |
9.65 |
3.37 |
9.65 |
Profit After Tax |
472.82 |
362.39 |
472.82 |
362.39 |
Share of Profit of Associates |
- |
- |
-6.99 |
- |
Net Profit /Loss for the Period |
472.82 |
362.39 |
465.83 |
362.40 |
Earnings Per share |
7.44 |
5.99 |
7.33 |
5.99 |
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIRS
The Total Revenue comprising of Revenue from its business and operations and Other
Income for the financ?al year ended 31st March, 2024 ?s Rs. 6405.57 Lakhs as against
Rs.4957.03 Lakhs in the previous financial year and the Company has earned a Net Profit of
Rs. 472.82 Lakhs as compared to previous year's net profit of Rs.362.39 Lakhs in the
previous financial year; as reflected in ?ts profits and Loss accounts.
The management of the Company is diligently exploring diverse business plans and
formulating strategic initiatives aimed at fostering the Company's growth and development.
TRANSFER TO RESERVE
The Company has transferred Rs. 472.82 Lakhs to Profit & Loss Account for the
Financial Year ended on 31st March, 2024. Further there was addition of Rs. 1026.48 Lacs
to Securities Premium Account on account of issue of shares after net of Bonus issue and
Issue Expenses.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year there was no change in business activity of the company.
MATERIAL EVENTS DURING THE YEAR
The Company has altered the main object of the Memor?ndum of Association in the
Extra Ordinary General Meeting dated 20th July, 2023.
We are pleased to inform you that the Company had made an Initial Public Offer
of 22,48.000 Equity Shares at the Offer Price of Rs. 63/- each vide prospectus dated 18th
day of December, 2023 on the SME platform of the Bombay Stock Exchange of India Limited
i.e. BSE SME Platform. Your Company is now listed with ISIN INE0OYK01010 and Scrip Code
544121 at BSE Limited and shares are now traded on the Bombay Stock Exchange.
The Net Proceeds from the IPO is Rs.1416.24/- (In lakhs). The details of Utilization as
on 31/03/2024 are as under:
Particulars |
Planned as per Prospectus |
Received proceeds |
Planned Utilization upto 31/03/2024 |
Planned as per Prospectus |
Working Capital Requirement |
950.00 |
950.00 |
323.60 |
626.40 |
General Corporate Purpose |
324.68 |
324.68 |
300.00 |
24.68 |
Public Issue Related Expense |
141.56 |
141.56 |
135.87 |
5.69 |
Conversi?n of Company from Pr?vate Limited to Public Limited, Company has
adopted the new set of Articles of Association in the Extra Ordinary General Meeting dated
25th August, 2023 removing the restriction of Pr?vate Limited companies from the articles
of the company and adapting the articles appropriate to the Listed Company.
Consequently the above conversi?n, the ?ame of Company was changed from
"Rudra Gas Enterprise Pr?vate Limited" to "Rudra Gas Enterprise
Limited", vide fresh certif?cate of incorporation dated September 4,2023.
CHANGES IN SHARE CAPITAL OF THE COMPANY
ALTERED THE CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION AND INCREASE THE
AUTHORISED SHARE CAPITAL
The Company has altered the Capital Clause of Memor?ndum of Association in the Extra
Ordinary General Meeting dated 05th June, 2023, the authorized share capital increased
from Rs. 50,00,000/- to Rs. 10,00,00,000/-.
RIGHT ISSUE AND BONUS ISSUE
Company in the Board Meeting dated 06th July, 2023, has issued and allotted 40,000
Equity shares at issue price of Rs. 258/- (Rupees Two Hundred Fifty Eight only) per equity
shares, ?ncluding face valu? of Rs. 10/- (Rupees Ten Only) each at a premium of Rs.
248/- (Rupees Two Hundred and Forty Eight Only) per equity shares on Right Basis to its
existing shareholders in the?r proportion.
Further, in the Extra Ordinary General Meeting of members dated lOth July, 2023,
Shareholders approved the bonus issue for 58,00,000 Equity shares of face valu? of Rs.
10/- (Rupees Ten Only) each per equity shares as a bonus Shares in the proportion of 20
(Twenty) bonus equity shares of Rs.10/- (Rupees Ten) each for every 1 (One) fully paid up
equity shares of Rs. 10/- (Rupees Ten) each held by existing shareholders and in the Board
Meeting dated 11th July, 2023 allotted 58,00,000 Equity shares as Bonus Shares.
IPO ALLOTMENT
The Company had made an Initial Public Offer of 22,48,000 Equity Shares at the Offer
Price of Rs. 63/- each vide prospectus dated 18th day of December, 2023 on the SME
platform of the Bombay Stock Exchange of India Limited i.e. BSE SME Platform and allotted
22,48,000 Equity Shares of face valu? Rs. 10/- at a Cash Price of Rs. 63/- per Equity
share (including a Share premium of Rs. 53/- per Equity Share) in the Board meeting dated
13th February, 2024.
The Paid up capital of the Company after the IPO and as on date is Rs. 8,33,80,000/-
divided into 83,38,000 Equity shares of Rs. 10/- each.
MATERIAL CHANGES AND COMMITMENT AFTER CLOSURE OF FINANCIAL YEAR
There are no material changes and commitments, affecting the financia! position of the
Company, have occurred between the ends of financial year of the Company i.e. March
31,2024 to the date of this Report.
DIVIDEND
To fortify the financial standing of the Company and bolster working capital reserves,
the Board of Directors does not recommend declaring any dividends for the Financial year
2023-24.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any funds remaining unpaid or unclaimed for a period of seven
years. Consequently, no funds and no shares are required to be trensfer to the Investor
Education and Protection Fund(IEPF).
ANNUAL RETURN
Annual Return of the Company as required underSection 92(3) read with Section 134(3)(a)
of the Act and Rule 12 of the Companies (Management and Administraron) Rules, 2014, in the
prescribed Form MGT-7, is placed on the website of the company www.rudragasenterprise.com
and webllnk for the same is htpp://www.rudragasenterprise.com/investors/
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of provisions of Regulation 34 of 5EBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (Listing Regulations) read vvith Para B of the Schedule V
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management
Discussion and Analysis Report has been enclosed herewith as per Annexure - A and
forming part of the Directors' Report.
ACCEPTANCE OF DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
Company has borrow unsecured loan from the Directors, Relatives of Directors or
Promoters of the company which are exempted deposits and details of the same are given
under the Note No. 9 and Sub-notes (ii) under Point 35 Related Party Disclosure as
required by AS-18 under the financial Statement.
SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY
The Company has entered into a Joint Venture Agreement Dated 14th December, 2023 with
Greenstat Hydrogen India Pr?vate Limited in a ?ame "Rudra Gas Greenstat Hydrogen
Pr?vate Limited" having CIN - U35105GJ2023PTC142841 for Providing Business of
Generating, Storing, Transmitting, Distributing, Trading, and Supply?ng Energy Using
Non-Conventional and Renewable Sources.
The performance of Associate or Joint Venture entity is as follows:
Particulars |
Year Ended on 31/03/2024 |
Year Ended on 31/03/2023 |
TOTAL INCOME |
|
|
Revenue from Operations (Net) |
95,62,500 |
Not applicable |
Other Income |
0 |
Not applicable |
Total revenue |
95,62,500 |
Not applicable |
Total Expenses |
1,09,60,969 |
Not applicable |
Profit/(Loss) after finance costs but before exceptional Items |
(13,98,469) |
Not applicable |
Profit before Tax |
(13,98,469) |
Not applicable |
Tax Expenses (Differed Tax) |
0 |
Not applicable |
Profit After Tax |
(13,98,469) |
Not applicable |
Further, a report in the prescribed Form AOC- 1 as per first proviso to sub-section (3)
of Section 129 of the Companies Act, 2013 and Rules made there under is attached herewith
as Annexure B to the report.
Further Company does not have any subsidiary Company.
CONSOLIDATED FINANCIAL STATEMENTS
Since the Company has the associate company i.e. Rudra Gas Greenstat Hydrogen Pr?vate
Limited, Consolidated Financial Statements prepared, pursu3nt to the requirements of
Section 129, read with Schedule III of the Companies Act, 2013 and Rules made there under,
Listing Regulations and applicable Accounting Standards, are placed in the Annual Report
along with the Auditors Report thereon. They are also forming part of the financial
statements.
CORPORATE GOVERNANCE
As per the provisi?n of Regulation 15(2) of the Listing Regulations Compliance with
Corporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to
(i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed
entities having paid-up equit^ share capital not exceeding 10 Crores and net worth not
exceeding Rs. 25 Crores as on the last date of previous financial year.
Henceforth, Company being falling under the specified limits of above regulation,
requirement of giving Corporate Governance report in Annual Report as per the Para C of
the Schedule V is exempted to the company and henee not required to provide the same.
Further information pertaining to PARA A "Related party Disclosure" forms
part of the Note 35 of the Notes forming part of the financial statements AND PARA B
"Management D?scussion And Analysis Report" are given under Annexure-A of the
report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
Arm's Length basis and were in the Ordinary Course of business. There were no materiality
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Fersonnel or other designated persons which may have a potential conflict with
the interest of the Company at large.
The details of the related party transactions for the financial year 2023-24 is given
in notes of the financial statements which is part of Annual Report.
The Policy on Related Party Transactions as approved by the Board of Directors is
available on the website of the Company at www.rudragasenterprise.com.
DISCLOSURE OF ACCOUNTING TREATMENT
Where in the preparation of financial statements, a treatment different from that
prescribed in an Accounting Standard has been followed, the fact shall be disclosed in the
financial statements, together with the management's explanaron as to why it believes such
alternative treatment is more representative of the true and fa?r view of the underlying
business transaction.
DIRECTORS RESPONSIBILITY REPORT
To the best of their knowledge and belief and according to the confirmation and
explanations obtained by them, your Directors make the following statement interms of
Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm that:
a) In the preparation of the annual accounts for the year ended 31st March, 2024, the
applicable accounting standards had been followed along with properexplanation 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 or loss of the company for the year under review;
c) 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 fraud and other
irregularities;
d) The Directors had prepared the annual accounts for the financial year ended on 31st
March, 2024 on a going concern basis;
e) The Directors had laid down ?nternal financial Controls to be followed by the
company and that such internal financial Controls are adequate and were operating
effectively; and
f) 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3) (m) of the Companies Act, 2013 and Rules made there
under, details relating to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo are given in the Annexure - C attached herewith
and forming part of the Directors' Report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided
by the Company are given under notes to the accounts of financial statements.
Further, Company in the EGM dated 08th September, 2023 has passed the special
resolution for granting the limit of investments, loans, advances, corporate guarantee
under section 186 of the Companies Act, 2013 and to authorized to board to invest, to
provide loans and advances, to provide corporate guarantee aggregating up to the limit of
Rs. 500,00,00,000/- (Rupees Five Hundred Crore only).
STATUTORY AUDITORS
Section 139 (2) of the Companies Act, 2013 (effective 1st April, 2014), rnandates that
a listed company or such other prescribed class of companies shall not appoint or
re-appoint an audit firm as Statutory Auditors for more than two terms of five consecutive
years each. Company has appointed M/s. Desai & Desai, Chartered Accountants as
Statutory Auditors of the company for 4 (four) years upto the Financial Year 2026-27.
The Statutory Auditor report for both Standalone financial Statement and Consolidated
Financial Statement of the company does not contains any adverse remarks, qualification
wh?ch requires the Board explanation or justification.
Further Auditors has not reported any fraud in the company during the year under
review.
SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
Section 204 of the Companies Act, 2013 and Rules made there under ?nter alia requires
every listed company to annex with its Board Report a Secretaria! Audit Report given by a
Company Secretary in practice in the prescribed form. The Board has appointed Premal Shah
& Company, a firm of Practicing Company Secretary, to conduct Secretarial Audit for
the financial year 2023-24. The Secretarial Audit Report for the financial year ended
March 31, 2024 is annexed herewith marked as Annexure -D to this Report.
Further the Secretarial Audit report of the company does not contain any major adverse
remarles, qualification which requires the Board explanation or justification.
INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Act read with Rule 13(1 )(a) of
Companies(Accounts) Rules, 2014, the Board of Directors of the Company has appointed Ms.
Shrustiben Chandulal Mulani Chartered Accountant as the interna! Auditor, for the
Financial Year 2023-24 to conduct internal audit for the Company. No Qualification or
adverse remarks was reported to the Audit Committee by the Internal Auditor during the
period under review.
MAINTENANCE OF COST RECORD
Since the company is not falling under prescribed class of Companies, our Company is
not required to rnaintain cost records.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes in the Board were done. Mr. Kush
Sureshbhai Patel (DIN: 07257552) appointed as the Managing Director of the Company for a
period of 3 (three years) from September 04, 2023 upto Septernber 03, 2026.
Change in Designation of Mrs. Manjulaben Sureshbhai Patel (DIN: 07257553) pursuant to
the approval of Board of Directors intheirmeeting held July 14. 2023, from Executive
Directorio Non-Executive Directorvvith effect from July 14, 2023.
Mr. Paresh Laxminarayan Sharma (DIN: 08637219) was appointed as an Additional
Independent Director of the Company with effect from September 4, 2023. Thereafter,
pursuant to the approval of members in the Extra-Ordinary General Meeting held on
September 8, 2023, he was appointed as an Independent Director of the Company for a period
of 5 years with effect from September 4,2023 and is not Hable to retire by rotation.
Mrs. Jayshri Yogesh Raval (DIN: 10168710) was appointed as an Additional Independent
Director of the Company with effect from September 4, 2023. Thereafter, pursuant to the
approval of members in the Extra- Ordinary General Meeting held on September 8, 2023, She
was appointed as an Independent Director of the Company for a period of 5 years with
effect from September 4,2023 and is not Hable to retire by rotation.
Mr. Gauravkumar Pushkarrai Jani was appointed as Company Secretary and Compliance
Officer with effect from Aprll 01, 2023.
Ms. Shrustiben Chandulal Mulani was appointed as Chief Financial Officer with effect
from July 14,2023.
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164(2) in form DIR-8 of the Companies
Act, 2013. The Directors further have submitted the Notice of Interest under section
184(1) of the Companies Act, 2013 in Form MBP-1 and declaration as to compliance with Code
of Conduct of the Company.
The Company has received dedarations from all the Independent Directors of the Company
in terms of Section 149(7) of the Act, confirming that they meet the criteria of
?ndependence as prescribed under Section 149(6) of the Act and Regulation 25 of SEBI
Listing Regulations, 2015.
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from the requirement of having composition of Board as per Regulation
17 of Listing Regulations.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Companies Act,
2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in the following manners;
The performance of the board was evaluated by the board, after seeking inputs
from all the directors, on the basis of the criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc
The performance of the committees was evaluated by the board after seeking
inputs from the committee members on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee rev?ewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
In addition, the chairman was also evaluated on the key aspects of his role.
In a sep?rate meeting of independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors and assessed the quality, quantlty and timeliness of flow of information between
the company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
DISCLOSURE OF REMUNERATION AS PER RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the ?ames and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules will be available for inspection at the
Registered Office of the Company during working hours and any member interested In
obtaining such information may write to the Company and the same will be furnished on
request.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and
as advised, the Annual Report excluding the aforesaid information is being sent to the
members of the Company.
Disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided as an Annexure -JL, which
forms part of this Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board, on the recommendation of the Nomination & Remuneration Committee, had
formulated criteria for determining Qualifications, Positive Attributes and Independence
of a Director as also a Policy for remuneration of Directors, Key Managerial Personnel and
S?nior Management.
The Policy on appointment and remuneration of Directors, KMP and other employees and
other matters as required under Section 178(3) of the Companies Act, 2013 is available on
the web-site of the Company viz. www.rudragasenterprise.com and is annexed as Annexure-F.
BOARD MEETINGS, COMMITTEE MEETINGS, AGM AND INFORMATION RELATING TO COMMITTEES
The Board of Directors of the Company met 35 (Thirty Five) times during the year in
respect of which proper notices were given and the proceedings were properly recorded,
signed and maintained in the Minutes book kept by the Company for the purpose. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.
Further Board also herewith declares the compliance of Applicable Secretaria! Standards
in respect of SS-1 for Board Meeting, Committee Meetings and SS-2 in respect of General
Meeting issued by the Institute of Company Secretarles of India and approved by the
Central Government.
Details of the Board Meeting and present of Directors therein are as follows:
(Y=Present, N = Absent, NA= Not Associated with company as on that date.)
|
?ame of Director- details of Attendance of Directors in
board meetings |
Date of Board meeting |
Kush Patel |
Kashyap Patel |
Manjulaben Patel |
Paresh Sharma |
Jayshri Raval |
01/04/2023 |
Yes |
Yes |
Yes |
NA |
NA |
15/04/2023 |
Yes |
Yes |
Yes |
NA |
NA |
13/05/2023 |
Yes |
Yes |
Yes |
NA |
NA |
19/05/2023 |
Yes |
Yes |
Yes |
NA |
NA |
12/06/2023 |
Yes |
Yes |
Yes |
NA |
NA |
15/06/2023 |
Yes |
Yes |
Yes |
NA |
NA |
17/06/2023 |
Yes |
Yes |
Yes |
NA |
NA |
20/06/2023 |
Yes |
Yes |
Yes |
NA |
NA |
21/06/2023 |
Yes |
Yes |
Yes |
NA |
NA |
29/06/2023 |
Yes |
Yes |
Yes |
NA |
NA |
06/07/2023 |
Yes |
Yes |
Yes |
NA |
NA |
11/07/2023 |
Yes |
Yes |
Yes |
NA |
NA |
12/07/2023 |
Yes |
Yes |
Yes |
NA |
NA |
14/07/2023 |
Yes |
Yes |
Yes |
NA |
NA |
17/07/2023 |
Yes |
Yes |
Yes |
NA |
NA |
26/07/2023 |
Yes |
Yes |
Yes |
NA |
NA |
07/08/2023 |
Yes |
Yes |
Yes |
NA |
NA |
28/08/2023 |
Yes |
Yes |
Yes |
NA |
NA |
04/09/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
20/09/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
26/09/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
27/09/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
29/09/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
03/10/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
21/11/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
25/11/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
04/12/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
08/12/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
15/12/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
23/12/2023 |
Yes |
Yes |
Yes |
Yes |
Yes |
10/01/2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
17/01/2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
30/01/2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
13/02/2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
13/03/2024 |
Yes |
Yes |
Yes |
Yes |
Yes |
Total |
35 |
35 |
35 |
17 |
17 |
GENERAL MEETING
The Annual General meeting of the company was held on 13th July, 2023. Meeting of the
Independent Directors of the company was held on 14th February, 2024. During the financial
year 2023-24, 6 (Six) Extra Ordinary General Meetings of the Company were held on 05th
June, 2023, 10th July, 2023, 20th July, 2023, 25th August, 2023, 08th September, 2023 and
15th December, 2023.
AUDIT COMMITTEE
The Company has formed audit committee in line vvith the provisions Section 177 of the
Companies Act, 2013 on 04/09/2023.
During the Year under review 4 (Four) meeting of the audit committee was held on
27/09/2023,15/12/2023, 30/01/2024, 13/02/2024 complying the requirements under the
Companies Act, 2013 and Secretarial Standard. The constitution of committee and date of
meeting and presence of Directors there at is as follows:
?ame of the Member & Posit?on |
Category |
No. of Meetings Held |
No. of Meetings Attended |
Paresh Sharma Ch3irman |
Independent Director |
4 |
4 |
Jayshri Raval Member |
Independent Director |
4 |
4 |
Kush Patel Member |
Non-Executive Director |
4 |
4 |
NOMINATION AND REMUNERATION COMMITTEE
The Company has formed Nomination & Remuneraron committee in line with the
provisions Section 178 of the Companies Act, 2013 on 04/09/2023.
During the Year under the 1 (One) meeting of the Nomination and Remuneraron Committee
was held on 04/09/2023 complying the requirements under the Companies Act, 2013 and
Secretarial Standard. The constitution of nomination and remuneraron committee and date of
meeting and presence of Directors there at isas follows:
?ame of the Member & Position |
Category |
No. of Meetings Held |
No. of Meetings Attended |
Paresh Sharma Chairman |
Independent Director |
1 |
1 |
Jayshri Raval Member |
Independent Director |
1 |
1 |
Manjulaben Patel Member |
Non-Executive Director |
1 |
1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has formed Stakeholders Relationship Committee in line with the provisions
Section 178 of the Companies Act, 2013 on 04/09/2023.
During the Year under the 1 (One) meeting of the Nomination and Remuneration Committee
was held on 13/02/2024 complying the requirements under the Companies Act, 2013 and
Secretarial Standard. The constitution of committee and date of meeting and presence of
Directors there at is as follows:
?ame of the Member & Position |
Category |
No. of Meetings Held |
No. of Meetings Attended |
Paresh Sharma Chairman |
Independent Director |
1 |
1 |
Jayshri Raval Member |
Independent Director |
1 |
1 |
Kush Patel Member |
Managing Director |
1 |
1 |
RISK MANAGEMENT
Company has implemented an integrated risk management approach through which it reviews
and assesses significant risks on a regular basis to help ensure that there is a robust
system of risk Controls and mitigation in place.
S?nior management periodically reviews this risk management framework to keep updated
and address emerging challenges. Major risks identified for the Company by the management
are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes,
Manufacturing & Supply, Litigation, Technological Changes. The management is however,
of the view that none of the above risks may threaten the existence of the Company.
Risk mitigation mechanism is put in place to ensure that there is nil or m?nimum
impact on the Company in case any ofthese risks materializa.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 of the Companies Act, 2013, certain amounts of investors which
are unclaimed or unpaid for certain years are required to be transferred to the Investor
Education and Protection Fund ("IEPF"). Further Company is also required to
transfer those shares to the Demat account of the Investor Education and Protection Fund
('IEPF*') in respect of which dividend is unpaid or unclaimed for seven consecutive
years.
So it is informed to stakeholders that company has no such amount or shares which are
required to be transferred tolEPF.
CORPORATE SOCIAL RESPONSIBILITY
In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made there
under, provisions of Corporate Social responsibility is not applicable to the company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate ?nternal financial Controls commensurate with
operations of the company. The Management regularly monitors the safeguarding of the
assets, prevention and detection of frauds and errors and the accuracy and completeness of
the accounting records.
The Internal Auditor along with Statutory Auditor reviews the effectiveness and
efficiency of these procedures
During the year, such Controls were tested and no reportable material weakness in the
operations was observed.
The Statutory Audit Report, Internal Auditor Reporting to Audit Committee, Audit
Commlttee Check, and Secretarial Audit Report for the financial year 2023-24 does not
contain any major qualification, reservation or adverse remark.
LISTING AGREEMENT WITH STOCK EXCHANGE / LISTING FEES
Pursuant to the provisions of Listing Regulations, the Company declares that the Equity
Shares of the Company are listed on the BSE Limited (BSE). The Company has entered into
new Listing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 w?thin the prescribed time limit.
The Company confirms that it has paid Annual Listing Fees to BSE upto the Financial
Year 2023-24.
VIGIL MECHANISM
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who 3vails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The f unctioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company at
vmw.rudragasenterprise.com
SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in 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 a
robust policy and Committee on prevention of sexual harassment at workplace. The policy
aims at prevention of harassment of employees as well as contractors and lays down the
guidelines for identification, reporting and prevention of sexual harassment. Further no
complaint as to sexual harassment is received during the year.
Your director's further State that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
GENERAL DISCLOSURES
During the year under review, there was no change ir. the nature of business of the
Company and there is no material change and/or commitments, affecting the financial
position of the Company, during the period under review and till the date of this report.
During the year under review, there was no sign?ficant and/or material order passed by
any regulators or courts or tribunals impacting the going concern status and company's
operations in future.
The Company does not provide any loan or other financial arrangement to its employees
or Directors or Key Managerial Personnel for purchase of its own shares.
The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules,
2014 is not provided, as the Company does not have any equity shares with differential
voting rights.
In the preparation of Financial Statement, no treatment different from that of
prescribed accounting standard has been followed.
YOUR DIRECTORS FURTHER STATE THAT NO DISCLOSURE OR REPORTING IS REQUIRED IN RESPECT OF
THE FOLLOWING ITEMS AS THERE WERE NO TRANSACTIONS ON THESE ITEMS DURING THE YEAR UNDER
REVIEW
I) Issue of shares {including sweat equity shares) to employees of the Company under
any scheme save and ESOS;
ii) Report and other compliances on Corporate Social Responsibility;
iii) Pendency of any proceeding against the Company under the Insolvency and Bankruptcy
Code, 2016;
iv) Instance of one-time settlement with any bank or financial institution;
ACKNOWLEDGEMENT
The Directors place on record the appreciation and gratitude for the co-operation and
assistance extended by various departments of the Union Government, State Government,
Bankers and Financial Institutions.
The Directors also place on record their appreciation of dedicated and sincere Services
of the employees of the Company atalllevels.
The Company will make every effort to meet the aspirations of its Shareholders and wish
to sincerely thank them for their whole hearted co-operation and support at all times.
By Order of the Board |
|
For, RUDRA GAS ENTERPRISE LIMITED |
|
KUSH SURESHBHAI PATEL |
KASHYAP SURESHBHAI PATEL |
MANAGING DIRECTOR |
DIRECTOR |
DIN: 07257552 |
DIN: 07257549 |
Date: 05th September, 2024 |
|
Place: Ahmedabad |
|