Dear Shareholders,
Your Directors are pleased to present the 43rd Annual Report of the Company
together with the Audited Standalone and Consolidated Financial Statements for the
Financial Year ended 31 March, 2025.
Financial Highlights 2024-25 (Amount Rs. in Lakhs)
|
Standalone |
Consolidated |
Particulars |
Year ended 31 March, 2025 |
Year ended 31 March, 2024 (Restated) |
Year ended 31 March, 2025 |
Year ended 31 March, 2024 (Restated) |
Sales and Operating Income (Net) |
3,63,429.92 |
3,49,933.17 |
4,03,410.68 |
3,70,454.46 |
Other Income |
1,863.99 |
2,353.54 |
2,638.60 |
2,807.39 |
Profit before Interest, Depreciation & Tax (incl. Exceptional
Item) |
61,085.75 |
76,632.07 |
58,594.11 |
80,098.61 |
Finance Cost |
14,667.90 |
13,719.86 |
16,586.39 |
14,554.60 |
Depreciation |
24,060.94 |
24,461.06 |
27,128.23 |
25,721.44 |
Profit Before Tax (before Exceptional Items) |
12,069.58 |
38,451.15 |
14,879.49 |
39,822.57 |
Exceptional Items |
10287.33 |
- |
- |
- |
Profit Before Tax |
22,356.91 |
38,451.15 |
14,879.49 |
39,822.57 |
Provision for taxation: |
|
|
|
|
_- Current Tax |
1,483.03 |
10,484.11 |
1,370.47 |
11,362.19 |
_- Deferred Tax |
(18,847.91) |
590.62 |
(19,302.72) |
97.48 |
_-Tax adjustments for earlier years (Net) |
(460.22) |
(28.31) |
(454.09) |
5.62 |
Profit After Tax |
40,182.01 |
27,404.73 |
41,502.52 |
29,121.27 |
Other Comprehensive Income (Net of Tax) |
(93.42) |
(504.21) |
(66.11) |
(539.99) |
Total Comprehensive Income for the year |
40,088.59 |
26,900.52 |
41,436.41 |
28,581.28 |
State of Company's Affairs Financial Performance
Revenue from operations increased by 3.86% from
Rs. 3,49,933.17 lakhs in FY 2023-24 to Rs. 3,63,429.92 lakhs in FY 2024-25.
Export sales decreased by 0.05 % from_ Rs. 1,48,289.85 lakhs in FY 2023-24 to
Rs. 1,48,209.02 lakhs in FY 2024-25.
EBIDTA decreased by 20.29% from Rs. 76,632.07 lakhs in FY 2023-24 to Rs.
61,085.75 lakhs in FY 2024-25.
PAT showed an increase of 46.62% from Rs. 27,404.73 lakhs in FY 2023-24 to Rs.
40,182.01 lakhs in FY 2024-25.
Market Scenario
The Production of Commercial Vehicle (CV) sales in India decreased by 3.27% to
10,32,645 units in Financial Year 2024-25 as against 10,67,504 units in Financial Year 2023-24.
The Medium & Heavy Commercial Vehicle (M&HCV) segment production volumes
increased by 0.04% from 3,93,463 vehicles in Financial Year 2023-24 to 3,93,619 vehicles
in Financial Year 2024-25. The sales of M&HCV decreased by 0.05% from 3,74,012
vehicles in Financial Year 2023-24 to 3,73,819 vehicles in Financial Year 2024-25. The
exports of the M&HCV vehicles increased by 27.58 % from 18,225 vehicles in Financial
Year 2023-24 to 23,251 vehicles in 2023-24.
Operational Highlights
Forgings and Machining Facility
The Company derives the major share of its revenues from the Commercial Vehicle
segment. Your Company produced 47,352 tons of forgings from this facility during the year
under review as compared to 49,054 tons last year registering a decrease of about 3.47%.
The Company has made 194 new product development this year.
The Company has the state-of-art of CNC Machining and Gear Cutting Facilities in which
it has achieved accuracies of DIN 3962 (Class 8 and 9) in Hobbing Stage, DIN 3962 (Class
7) in Shaving Stage. The Company has made 57 new product development in the CNC Turning,
56 new development in Gear cutting and 22 new products in HMC/VMC Machining centre which
has helped to enhance the product basket with existing clients and add new clients in the
domestic and export market.
Ring Rolling Line
The Company has produced 32,541 tons of Ring Roll products during the year as compared
to 32,533 tons last year.
The Company has developed 18 new products during the year out of which 14 products are
machined.
Press Facility
During the year the Company has achieved a production of 1,16,130 tons of forgings from
this facility as compared to 1,05,558 tons last year thus registering an increase of
10.02%. The Company has achieved an average capacity utilisation of around 58.50 % during
the year.
The Company has developed 260 new products during the year out of which 117 products
are machined.
Future Outlook
The Indian commercial vehicle sector presents promising prospects, primarily driven by
the government's ongoing emphasis on infrastructure development and connectivity. The
expansion of national highways, freight corridors, and logistics parks is expected to
generate sustained demand for the transportation of goods and materials. Furthermore, the
projected economic growth and the consequent increase in industrial and agricultural
output will necessitate a robust transportation network, thereby further enhancing the
demand for commercial vehicles across all segments.
The India Commercial Vehicles Market size is estimated at US$ 51.09 billion in 2025,
and is expected to reach US$ 62.95 billion by 2029, growing at a CAGR of 5.36% during the
forecast period 2025-2029.
The cyclical replacement of the ageing vehicle fleet, in conjunction with the emergence
of evolving emission regulations and a burgeoning preference for technologically advanced
and fuel-efficient vehicles, will significantly contribute to future growth. CRISIL
Ratings forecasts_ a rebound in the Indian CV industry, with domestic sales volumes
expected to grow by 3-5% in FY2026 potentially reaching the pre-pandemic peak of 1 million
units._This recovery is driven by infrastructure growth, a strong vehicle replacement
cycle, and government initiatives like the PM-eBus Sewa scheme
US Truck Sector
Despite the challenges, the U.S. market for Class 8 trucks and buses in CY 24 continued
to show robust performance, signalling strength in both freight movement and public
transportation infrastructure. Class 8 trucks, which include the heaviest-duty vehicles on
the road such as long-haul tractor-trailers, are essential to the nation's supply chain,
while buses, especially transit and school buses, play a critical role in sustainable
urban mobility.
The total net orders for Class 8 vehicles in 2024 increased by 11% year-over-year,
slightly exceeding replacement demand levels with an average of 23,323 net orders per
month. The full-year total for Class 8 orders amounted to 279,872 units. The uptick was
primarily driven by the demand for heavy-duty trucks associated with infrastructure
investments.
ThebroaderU.S.commercialvehiclesmarket(encompassing both trucks and buses) was
evaluated at US$213.35 billion in 2024 and is projected to maintain its upward trajectory,
increasing from US$223.19 billion in 2025 to an estimated US$ 364.99 billion by 2034,
illustrating a steady CAGR of 6.80%.
Deposits
The Company has not accepted any deposits from the public and consequently there are no
outstanding deposits in terms of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 as amended.
Transfer to Reserves
Your Company proposes to transfer Rs. 100 lakhs to General Reserve out of the amount
available for appropriation and an amount of Rs. 1,40,764.61 lakhs is proposed to be
carried over to Balance Sheet as retained earnings.
Dividend
Based on the Company's performance, the Directors have declared following interim
dividends:
Particulars |
Financial Year |
Interim Dividend Per equity share of face value of Rs. 2/-
each. (In Rs.) |
Date of declaration of Interim Dividend in Board Meeting |
Cash outflow (Rs. in lakhs) |
1st Interim Dividend |
2024-25 |
1/- (50 %) |
24 October, 2024 |
1808.28 |
2nd Interim Dividend |
2024-25 |
1/- (50 %) |
31 May, 2025 |
1810.31 |
Total |
|
2/- (100%) |
|
3618.59 |
The total dividend for Financial Year 2024-25 would involve a total cash outflow of
about Rs 3,618.59 lakhs. The Interim Dividend declared by the Company for the financial
year 2024-25 will be the total dividend declared by the Company for financial year
2024-25.
The Register of Members and the Share Transfer books of the Company will remain closed
from, 13 September, 2025 (Saturday) to 20 September, 2025 (Saturday) (both days inclusive)
for the purpose of Annual General Meeting. The Dividend distribution policy is available
on the website of the Company at the following link https://
ramkrishnaforgings.com/wp-content/uploads/2023/04/ dividend-distribution-policy.pdf
Share Capital
Authorised Share Capital
The Authorised Share Capital of the Company at the end of the financial year was Rs.
3,825.00 lakhs consisting of 19,12,50,000 Equity Shares of Rs. 2/- each.
Upon the Scheme of Amalgamation of ACIL Limited (Wholly-owned Subsidiary) with
Ramkrishna Forgings Limited by Hon'ble NCLT, Kolkata dated approved on
27 March, 2025 and becoming effective on 9 May, 2025 ("Effective Date"), the
Authorised Share Capital of the ACIL Limited stands transferred and merged with the
Authorised Share Capital of the Ramkrishna Forgings Limited, without any further act,
instrument or deed, resulting an increase in the Authorised Share Capital from Rs.
3,825.00 lakhs to Rs. 6,825.00 lakhs consisting of 34,12,50,000 Equity Shares of
Rs. 2/- each of the Ramkrishna Forgings Limited with effect from Effective Date.
Issued, Subscribed and Paid up Capital
The Company presently has one class of shares Equity Shares of par value of Rs.
2/- each.
The Paid-up Share Capital of the Company at the beginning of the financial year was Rs.
3,615.52 lakhs consisting of 18,07,76,179 Equity shares of face value of Rs. 2/- each.
During the financial year 2024-25, the Company has allotted: (i) 52,460 Equity shares of
face value of Rs. 2/- each under the Ramkrishna Forgings Limited - Employee Stock Option
Plan 2015 (RKFL ESOP Scheme 2015') on 24 October, 2024.
(ii) 2,01,965 Equity shares of face value of Rs. 2/- each under the Ramkrishna Forgings
Limited - Employee Stock Option Plan 2023 (RKF Limited Employee Stock Option Scheme
2023') on 17 January, 2025.
As a result of the above allotment the Paid-up Share Capital of the Company as at the
end of the financial year increased to Rs. 3,620.61 lakhs consisting of 18,10,30,604
Equity shares of face value of Rs. 2/- each.
Employees Stock Option Scheme i) RKFL ESOP Scheme 2015
The Company has an ESOP Scheme titled Ramkrishna
Forgings Limited Employee Stock Option Plan 2015 (RKFL ESOP Scheme 2015) for the
grant upto 35,00,000 stock option of Rs. 2/- each (i.e 7,00,000 stock option of
Rs. 10/- each), in one or more tranches, to its permanent employees working in India
and Whole-time Directors of the Company (employees). RKFL ESOP Scheme 2015 provides an
incentive to attract, retain and reward the employees and enable them to participate in
future growth and financial success of the Company. In accordance with the scheme the
employees based on the performance matrix are eligible to receive one fully paid-up equity
share of Rs. 2/- against each option. During the financial year 2023-24 the Company has
completed its 100% vesting.
Further, 24,045 ESOPs of Rs. 2/- each of RKFL ESOP Scheme 2015 have been
forfeited/cancelled during the financial year 2024-25.
There are 39,170 options of Rs. 2/- each which are outstanding as on 31 March, 2025.
During the year the Company has not granted any Options to its employees under RKFL
ESOP Scheme 2015.
The details pursuant to the Section 62 of the Companies Act, 2013 read with Rule 12(9)
of the Companies (Share Capital and Debentures) Rules, 2014, as amended and SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, have been placed on the
website of the Company at
https://ramkrishnaforgings.com/wp-content/uploads/2025/06/ESOP-Report-FY-2024-25. pdf. The
RKFL ESOP Scheme 2015 is in compliance with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and amendment thereof. A Certificate from the Secretarial
Auditors with regard to the implementation of RKFL ESOP Scheme 2015 shall be available
over email on making a request to the Company through e-mail on secretarial@
ramkrishnaforgings.com. ii) RKF Limited Employee Stock Option Scheme 2023
During the period under review the Company has obtained consent of the shareholders of
the Company at the 41st Annual General Meeting held on 16 September, 2023 and
respective approvals of BSE Limited (BSE) and National Stock Exchange of India Limited
(NSE) for implementation of RKF Limited Employee Stock Option Scheme 2023.
Nomination and Remuneration Committee at its meeting held on 16 January, 2025, has
approved the grant of 3,051 ESOPs at an exercise price of Rs. 687/- per option to the
eligible employee of the Company.
Duringtheyearunderreview,basedontheperformance matrix of the eligible employees, the
Nomination and Remuneration Committee at its meeting held on 5 March, 2025 vested 1,72,737
Employee Stock Options of face value of Rs. 2/- each to eligible employees under the
"RKF Limited Employee Stock Option Scheme 2023".
No ESOP under RKF Limited Employee Stock Option Scheme 2023 have been
forfeited/cancelled during the financial year 2024-25.
There are 7,47,070 ESOPs of Rs. 2/- each which are outstanding as on 31 March, 2025.
The Vesting of the options under the scheme will be done over a period of 4 years as
per the vesting conditions in the scheme.
The details pursuant to the Section 62 of the Companies Act, 2013 read with Rule 12(9)
of the Companies (Share Capital and Debentures) Rules, 2014, as amended and SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, have been placed on the
website of the Company at https://ramkrishnaforgings.com/wp-content/
uploads/2025/06/ESOP-Report-FY-2024-25.pdf. The RKF Limited Employee Stock Option Scheme
2023 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and amendment thereof.
A Certificate from the Secretarial Auditors with regard to the implementation of RKF
Limited Employee Stock Option Scheme 2023 shall be available over email on making a
request to the Company through e-mail on secretarial@ramkrishnaforgings.com.
Pollution Control Measures
Your Company has the requisite approvals from the concerned authorities for all the
units.
Credit Rating
The Credit facilities of the Company continued to be rated for the financial year
2024-25 from ICRA Limited, India Ratings & CRISIL Ratings Limited. ICRA Limited has
upgraded the credit rating of the Company for its long term facilities from [ICRA] A+ (Positive
Outlook) to [ICRA] AA- ( Stable outlook) and for its short term facilities from [ICRA] A1
to [ICRA] A1+. CRISIL Ratings Limited has assigned the credit rating to Company's Long
term facilities at CRISIL AA (Stable outlook) and short term facilities at CRISIL A1+.
India Ratings & Research has upgraded the credit rating in April, 2025 for Company's
Fund Based Bank facilities at IND AA (Stable outlook) and for Non-Fund Based Bank
Facilities at IND A1+.
Details of Directors and Key Managerial Personnel (A) Appointment/Reappointment
of Directors
During the financial year 2024-25, Mr. Milesh Gandhi (DIN: 07436442) was appointed as a
Whole-time Director of the Company, liable to retire by rotation, for a period of five (5)
consecutive years with effect from 21 June 2024 to 20 June, 2029 by means of passing
Ordinary Resolution at the 42nd Annual General Meeting of the Company held on
31 August, 2024.
During the financial year 2024-25, Mrs. Sucharita Basu De (DIN:06921540), was appointed
as a Non-Executive Women Independent Director, not liable to retire by rotation for a
period of five (5) consecutive years with effect from 17 January, 2025 to 16 January, 2030
by means of passing of Special Resolution through Postal ballot, which was passed with
requisite majority on 28 February, 2025.
(B) Statement on Declaration given by Independent Directors under Sub-Section
(7) of Section 149 of the Companies Act, 2013
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
None of the Directors of the Company are disqualified for being appointed as Directors,
as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules 2014 as per the declaration received
from the Directors.
(C) Familiarization Programme Undertaken for Independent Directors
The Director, upon appointment, is formally inducted to the Board. In order to
familiarise the Independent Directors about the various business drivers, they are updated
through presentations at Board Meetings about the financials of the Company. They are also
provided presentations about the business and operations of the Company. The Directors are
also updated on the changes in relevant corporate laws relating to their roles and
responsibilities as Directors. The details of programmes imparted by the Company during
the year pursuant to Regulation
25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
for familiarisation of Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
businessmodeloftheCompanyandrelatedmatters are available on the website of the Company at
the link: https://ramkrishnaforgings.com/wp-content/
uploads/2025/04/Director-Familiarization-Programme-FY-2024-25.pdf
(D) Resignation of Director during the year
During the financial year ended 31 March, 2025, none of the Directors have resigned
from the Directorship of the Company.
During the period under review Mr. Amitabha Guha (DIN: 02836707), has ceased to be an
Independent Director of the Company upon completion of his second term as an Independent
Director w.e.f the close of business hours on 13 August, 2024. The Board places on record
its deep appreciation for the contributions of Mr. Amitabha Guha during his tenure as an
Independent Director of the Company.
(E) Re-Appointment of Directors Retiring by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr. Naresh Jalan,
Managing Director (DIN:00375462) and Mr. Lalit Kumar Khetan, Whole-time Director
(DIN:00533671) retires by rotation and being eligible, offered themselves for
reappointment at the ensuing Annual General Meeting. His appointment will be placed for
approval by the members at the ensuing Annual General Meeting and forms part of the notice
of the ensuing Annual General Meeting. The information about the Director seeking
appointment/re-appointment as required Regulation 36 (3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 on General
Meeting will be given in the Notice convening the Annual General Meeting.
(F) Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company are Mr. Naresh Jalan, Managing Director, Mr. Chaitanya Jalan, Whole-time
Director, Mr. Lalit Kumar Khetan, Whole-time Director & Chief Financial Officer, Mr.
Milesh Gandhi, Whole-time Director and Mr. Rajesh Mundhra, Company Secretary. The Company
Secretary also act as a Compliance Officer of the Company.
During the financial year ended 31 March 2025, Mr. Milesh Gandhi has been appointed as
a Whole-time Director of the Company with effect from 21 June, 2024.
Remuneration Policy
The Company has in place a policy on Directors' and Senior Management appointment and
remuneration,includingthecriteriafordetermining qualifications, positive attributes,
independence of a Director and other matters, as required under sub-section (3) of Section
178 of the Companies Act, 2013 read with Regulation 19(4) and Part D of Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is
available on the website of the Company at the following link: https://ramkrishnaforgings.
com/wp-content/uploads/2024/09/Remuneration-Policy.pdf.
During the Financial Year 2024-25, due to inadequacy of profits, the Company has paid
remuneration of Rs. 131.52 Lakhs to Mr. Naresh Jalan, Managing Director and Rs. 311.48
Lakhs to Mr. Lalit Kumar Khetan, Whole-time Director & CFO in excess of the prescribed
limits under Section 197, 198 and other applicable provisions read with Schedule V of the
Companies Act, 2013 which are recoverable, subject to approval of the shareholders of the
Company at the 43rd Annual General Meeting in accordance with the Companies Act 2013 and
forms part of the Notice of the AGM.
During the Financial Year 2024-25, upon recommendation of Nomination and Remuneration
Committee and Board of Directors at its respective meeting held on 31 May, 2025, it is
proposed to make a payment of Commission of Rs. 100 Lakhs to Mr. Chaitanya Jalan, Rs. 60
Lakhs to Mr. Lalit Kumar Khetan,
Rs. 40 Lakhs to Mr. Milesh Gandhi and Rs. 10 Lakhs each to Mr. Sandipan Chakravortty,
Mr. Partha Sarathi Bhattacharyya, Mrs. Rekha Bagry, Mr. Sanjay Kothari and Mr. Ranaveer
Sinha, Independent Directors. On account of inadequacy of the profits in accordance with
Section 197, 198 and other applicable provisions read with Schedule V of the Companies
Act, 2013, the excess remuneration as above mentioned, will be paid subject to approval of
the shareholders of the Company at the 43rd Annual General Meeting in
accordance with the Companies Act 2013 and forms part of the Notice of the AGM.
Annual Evaluation of Board Performance and Performance of its Committees and of
Directors
Pursuant to the provisions of Section 134(3)(p) and other applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, annual evaluation of the performance of the Board, its Committees and
of individual Director was done. The evaluation of performance for the Financial Year
2024-25 was carried out through structured questionnaires (based on various aspects of the
Board's functioning, composition, its committees, culture, governance, execution and
performance of statutory duties and obligations). The questionnaire covers all aspects
prescribed by SEBI vide its circular no. SEBI/HO/CFD/CMD/ CIR/P/2017/004 dated 5th
January, 2017.
Further, the Nomination and Remuneration Committee in terms of Section 178(2) of the
Companies Act, 2013, also carried out evaluation of every Director's performance including
Independent Directors. The performance evaluation of the Independent Directors was also
carried out by the entire Board (excluding the Director being evaluated). The performance
evaluation of the Board, its Chairman and the Non-Independent Directors were carried out
by the Independent Directors in the Independent Director Meeting held on 19 February,
2025. The Board expressed its satisfaction with the evaluation process and results
thereof.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Director's Responsibility Statement, it is hereby confirmed that: i) in the
preparation of annual accounts for the year ended 31 March 2025, applicable accounting
standards have been followed and there are no material departures; ii) the Directors have
selected such accounting policies and applied them consistently and made judgements 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 2024-25 and of the profit of
the Company for that period;
iii) the Directors have taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of your Company and for preventing and detecting fraud and other
irregularities;
iv) they have prepared the annual accounts for financial year 2024-25 on a going
concern basis;
v) the Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and are operating effectively;
vi) 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.
Subsidiaries
The Company have 5 (Five) Wholly-owned Subsidiaries as given below:
1. Ramkrishna Casting Solutions Limited (formerly known as JMT Auto Limited) (CIN:
U42274WB1997PLC277411).
2. Multitech Auto Private Limited (CIN:
U34102WB2004PTC215505)
(Mal Metalliks Private Limited (CIN: U27109WB2005PTC102386) is a Subsidiary of
Multitech Auto Private Limited and Step down Subsidiary of the Company).
3. Ramkrishna Forgings LLC, USA
4. Ramkrishna Forgings Mexico S.A De C.V
5. Ramkrishna Titagarh Rail Wheels Limited (It has been consolidated as a Joint Venture
under Equity Method in the Consolidated Financial Statements (CFS) of the Company as it
qualifies as a joint arrangement under Indian Accounting Standard (Ind AS) 28).
A brief highlight of the consolidated performance and its contribution to the overall
performance of the Company for the financial year 2024-25 is as below:
1) |
|
|
Rs. ( in Lakhs) |
Particulars |
Ramkrishna Forgings Limited (Holding Company) |
Ramkrishna Casting Solutions Limited [erstwhile JMT Auto Limited]
(Wholly- owned Subsidiary Company) |
% of contribution to the overall performance of the Holding Company |
Total Gross Revenues from operation |
4,03,410.68 |
14,669.49 |
3.64 |
Profit/(Loss) before Taxation (PBT) |
14,768.71 |
640.92 |
4.34 |
Profit/(Loss) after Taxation (PAT) |
41,502.52 |
640.92 |
1.54 |
2) |
|
|
(Rs. in Lakhs) |
Particulars |
Ramkrishna Forgings Limited (Holding Company) |
Multitech Auto Private Limited (Wholly-owned Subsidiary Company) |
% of contribution to the overall performance of the Holding Company |
Total Gross Revenues from operation |
4,03,410.68 |
40,432.03 |
10.02 |
Profit/(Loss) before Taxation (PBT) |
14,768.71 |
5,014.01 |
33.95 |
Profit/(Loss) after Taxation (PAT) |
41,502.52 |
3698.63 |
8.91 |
3) |
|
|
(Rs. in Lakhs) |
Particulars |
Ramkrishna Forgings Limited |
Ramkrishna Forgings LLC (Wholly-owned |
% of contribution to the overall performance of the |
|
(Holding Company) Subsidiary Company) |
Holding Company |
|
Total Gross Revenues from operation 4,03,410.68 |
13442.30 |
3.33 |
|
Profit/(Loss) before Taxation (PBT) |
14,768.71 |
75.22 |
0.51 |
Profit/(Loss) after Taxation (PAT) |
41,502.52 |
59.42 |
0.14 |
4) |
|
|
(Rs. in Lakhs) |
Particulars |
Ramkrishna Forgings Limited (Holding Company) |
Ramkrishna Forgings Mexico S.A De C.V (Wholly-owned Subsidiary
Company) |
% of contribution to the overall performance of the Holding Company |
Total Gross Revenues from operation |
4,03,410.68 |
156.07 |
0.04 |
Profit/(Loss) before Taxation (PBT) |
14,768.71 |
(487.82) |
(3.30) |
Profit/(Loss) after Taxation (PAT) |
41,502.52 |
(487.82) |
(1.18) |
5) |
|
|
(Rs. in Lakhs) |
Particulars |
Ramkrishna Forgings Limited (Holding Company) |
Ramkrishna Titagarh Rail Wheels Limited * # (Subsidiary Company) |
% of contribution to the overall performance of the Company |
Profit/(Loss) before Taxation (PBT) |
14,768.71 |
(238.21) |
(0.82) |
Profit/(Loss) after Taxation (PAT) |
41,502.52 |
(217.21) |
(0.27) |
* Ramkrishna Titagarh Rail Wheels Limited has been consolidated as a Joint Venture
under Equity Method in the Consolidated Financial Statements (CFS) of the Company as it
qualifies as a joint arrangement under Indian Accounting Standard (Ind AS) 28.
# It has not yet started its commercial production.
Pursuant to Section 129(3) of the Companies Act, 2013 and implementation requirements
of the Indian Accounting StandardsRulesonaccountinganddisclosurerequirements, as
applicable and as prescribed under Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, the consolidated financial
statements of the Company and its subsidiaries prepared in accordance with the relevant
accounting standards specified under Section 133 of the Companies Act, 2013 read with Rule
7 of the Companies (Accounts) Rules, 2014, form part of this Annual Report. Further as per
section 136 of the Companies Act, 2013, the Audited Financial Statements, including the
Consolidated Financial Statements and related information of the Company and Audited
Financial Statements of the subsidiary are available at our website at
http://www.ramkrishnaforgings.com In addition the financial data of the subsidiary has
been furnished under note. 45 of the Consolidated Financial Statements and forms part of
this Annual Report.
The annual accounts of the Subsidiary and other related detailed information have been
kept at the Registered office of the Company and also at the Registered office of the
Subsidiary Company and are available at the website of the Company at
www.ramkrishnaforgings.com or will be available on e-mail by making a request to the
Company through email at secretarial@ramkrishnaforgings.com. Your Company does not have a
Material Subsidiary. Your Company does not have any Associate Company. During the
financial year ended 31 March, 2025, the following Companies ceased to remain Wholly-owned
Subsidiaries of the Company: i)Globe All India Services Limited (CIN:
U63040WB1994PLC062139)
The Company has divested 100% shareholding held in Globe All India Services Limited,
Wholly-owned Subsidiary on 11 September, 2024 and accordingly it ceased to be Wholly-owned
subsidiary of the Company with effect from close of business hours 11 September, 2024. ii)ACIL
Limited (CIN: U34300DL1997PLC086695) The Hon'ble National Company Law Tribunal,
Kolkata vide its order dated 27 March, 2025 has approved the Scheme of Amalgamation of
ACIL Limited (Wholly-owned Subsidiary) with the Ramkrishna Forgings Limited (Company) and
accordingly it ceased to be Wholly-owned Subsidiary of the Company.
During the year there has been no change in the nature of the business carried out by
the Subsidiary Companies. The statement in Form AOC - 1 containing the salient features of
the financial statement of the Company's subsidiaries, Joint Ventures and Associates
pursuant to first-proviso to sub-section (3) of section 129 of the Companies Act 2013
forms part of this Report as "Annexure A".
Auditors
Statutory Auditors
S. R. Batliboi & Co., LLP, Chartered Accountants, (Firm Registration No.
301003E/E300005), Statutory Auditors were appointed at the 40th Annual General
Meeting held on 17 September, 2022 for 2nd term of 5 consecutive years from the
conclusion of 40th Annual General Meeting till the conclusion of 45th
Annual General Meeting to be held for the financial year 2026-27.
S. K. Naredi & Co., Chartered Accountants, (Firm Registration No. 003333C), Joint
Statutory Auditors were appointed at the 42nd Annual General Meeting held on 31
August, 2024 for 2nd term of 5 consecutive years from the conclusion of 42nd
Annual General Meeting till the conclusion of 47th Annual General Meeting to be
held for the financial year 2028-29.
The report of the statutory auditors contains qualification as mentioned under the
heading "Basis for Qualified Opinion". The Auditors have not expressed an
opinion on the Internal Financial Controls with reference to the Standalone and
Consolidated Financial Statements for the year ended 31 March, 2025.
The same has been adequately explained in note no. 47 to the Standalone Financial
Statements and note no. 50 to the Consolidated Financial Statements for the year ended 31
March, 2025 which are self-explanatory and hence do not call for any further comments
under Section 134 of the Act.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors had appointed MKB & Associates, Company Secretaries in Practice (Firm Reg.
No. P2010WB042700), to conduct Secretarial Audit of the Company for the Financial Year
2024-25. The Secretarial Audit Report for the financial year ended 31 March, 2025 is given
in "Annexure - B" which is annexed hereto and forms part of Directors'
Report.
The Secretarial Audit Report for the Financial Year 2024-25 does not contain any
qualification, reservation or adverse remark.
The Company has undertaken an Annual Secretarial Compliance Audit for the Financial
Year 2024-25 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual
Secretarial Compliance Report for the financial year ended 31 March, 2025 has been
submitted to the Stock Exchanges and the said report may be accessed on the Company's
website at the link https://ramkrishnaforgings. com/secretarial-compliance-report/.
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI
Listing Regulations and based on the recommendation of the Audit Committee, the Board of
Directors at its meeting held on 30 May, 2025, appointed MKB & Associates, Company
Secretaries in Practice (Firm Reg. No. P2010WB042700) as Secretarial Auditor for a term of
five consecutive years commencing from Financial Year 2025-26, subject to the approval of
the shareholders at the ensuing AGM of the Company and forms part of the Notice of the
Annual General Meeting. The Company has received the necessary consent from MKB &
Associates to act as the Secretarial Auditor of the Company along with the certificate
confirming that his appointment would be within the applicable limits.
Cost Auditors
The Company is required to maintain cost records as specified by the Central Government
under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules,
2014 and accordingly, such accounts and records are made and maintained by the Company.
Bijay Kumar & Co., Cost and Management Accountants (Membership no. 42734/FRN: 004819),
the Cost Auditor of the Company submitted the Cost Audit Report for the Financial Year
2023-24 within the time limit prescribed under the Act and Rules made thereunder.
During the Period under review, pursuant to Section 148 of the Act read with the Rules
framed thereunder, the Board has appointed Bijay Kumar & Co., Cost and Management
Accountants, to conduct an audit of the cost records of the Company for the Financial Year
2024-25.
In terms of Section 148 (3) and other applicable provisions of the Companies Act, 2013,
the Board of Directors at its meeting held on 30th May, 2025 based on the recommendation
of the Audit Committee had appointed Bijay Kumar & Co., Cost and Management
Accountants as the Cost Auditor of the Company to conduct the audit of the cost records of
the Company for the Financial Year 2025-26. The Company has received the necessary consent
from Bijay Kumar & Co. to act as the Cost Auditor of the Company for the Financial
Year 2025-26 along with the certificate confirming that his appointment would be within
the applicable limits.
Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the
remuneration payable to Cost Auditor for the Financial Year 2025-26 is required to be
ratified by the Members of the Company at the ensuing AGM. Accordingly, an ordinary
resolution seeking approval of Members for ratification of payment of remuneration payable
to the Cost Auditor is included in the Notice convening the ensuing AGM of the Company.
Risk Management
A Risk Management Policy to identify and assess the key risk areas, monitor mitigation
measures and report compliance has been adopted. Based on a review, major elements of
risks have been identified and are being monitored for effective and timely mitigation.
Prudence and conservative dealing with risks is at the core of risk management strategy
being followed by the Company.
The Board has formulated a Risk Management Committee (RMC') to frame, implement
and monitor the Risk Management Policy of the Company and to ensure the adequacy of the
risk management systems. The said policy has been approved by the Board. Robust mechanisms
and systems have been put in place to identify and manage the inherent risks in business
and strategy, and to monitor the Company's exposure to key risks that could impact the
overall strategy and sustainability of the business. The purpose is to identify risks in
time which have the potential effect on the Company's business or corporate standing or
growth and manage them by calibrated action.
The risks, both internal and external, to which the Company is exposed to and which
includes financial, operational, project execution, legal, human resources etc. is taken
into consideration for development and maintaining of a robust mechanism for mitigation
which is evolving with time and circumstances within which the Company operates.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to
financial statements. The Company's Internal Control Systems are commensurate with the
nature, size and complexity of its business and ensure proper safeguarding of assets,
maintaining proper accounting records and providing reliable financial information. The
Company on an annual basis conducts verification of its internal controls from an external
agency to test its effectiveness and the same is reported to the Audit Committee.
Pursuant to the provisions of Section 138 of the Act read with Rule 13 of the Companies
(Accounts) Rules 2014, Singhi & Co, Chartered Accountants, (Firm Registration no.
302049E) has been appointed as the Internal Auditor of the Company and make periodic
reporting of its findings to the Audit Committee of the Company.
Corporate Social Responsibility (CSR)
CSR for your Company means Corporate Sustainable Responsibility and this means
embedding CSR into its business model. In terms of the provisions of Section 135 of the
Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules,
2014, the Board of Directors of your Company has constituted a Corporate Social
Responsibility ("CSR") Committee.
Your Company has in place the following Programs under its CSR activity i.e. Ramkrishna
Jan Kalyan Yojana, Ramkrishna Shiksha Yojana, Ramkrishna Swastha Yojana and Ramkrishna
Sanskriti Yojana.
Your Company has spent the requisite percentage of the average net profit of the three
immediately preceding financial years on CSR related activities as covered under Schedule
VII of the Companies Act, 2013. Your Company as part of its CSR initiatives has initiated
projects as per its CSR Policy. The Company has framed and adopted a CSR Policy which is
available on the website of the Company at the link: https://
ramkrishnaforgings.com/wp-content/uploads/2024/03/
CSR-policy-amended-on-21st-July-2023.pdf. The policy indicates the CSR activities to be
undertaken by the Company to achieve its social commitments.
The particulars required to be disclosed pursuant to the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, are given as "Annexure- C"
forming part of this Report.
Related Party Transactions
The Company has formulated a Policy on dealing with Related Party Transactions. The
Policy is disclosed on the website of the Company at the link
https://ramkrishnaforgings.com/wp-content/uploads/2023/07/RPT-Policy.pdf. All transactions
entered into with Related Parties as defined under the Companies Act, 2013 and Regulation
23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the
year were in the ordinary course of business and on an arms-length basis. There are no
material related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other Designated Persons which may have a potential conflict with
the interest of the Company at large. All related party transactions entered into by your
Company were not material and were in the ordinary course of business and at arm's length
basis, therefore, details required to be provided in the prescribed Form AOC 2 are
not applicable to the Company.
All related party transactions are placed before the Audit Committee and Board for its
approval. In accordance with Ind AS-24. The Related Party Transactions are disclosed under
Note No. 39 of the Standalone Financial Statements.
Stock Exchange(s)
The Equity Shares of your Company are listed on two stock exchanges:? National
Stock Exchange of India Limited, Exchange Plaza, Plot no. C/1, G- Block, Bandra-Kurla
Complex, Bandra (East), Mumbai 400 051.
? BSE Limited, Phiroze Jeejeeboy Towers, Dalal Street, Mumbai 400 001.
The annual listing fees for the Financial Year 2024-25 have been paid by the Company to
the above stock exchanges.
Managements Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review under Regulation
34 (2) (e) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchange in India is presented in a
separate section and forms part of the Annual Report.
Corporate Governance
Adoption of Best ethical business practices in the Company within the regulatory
framework is the essence of good Corporate Governance. Your Company continues to believe
in such business practices and gives thrust on providing reliable financial information,
maintenance of transparency in all its business transactions and ensuring strict
compliance of all applicable laws.
The report of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section and forms
part of the Annual Report.
The requisite certificate from the Statutory Auditors of the Company, confirming the
compliance with the conditions of corporate governance as stipulated under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is attached with the Corporate
Governance Report.
Business Responsibility and Sustainability Report
The Business Responsibility and Sustainability Report of the Company for the Financial
Year 2024-25 as required pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations
is available on the Company's website and can be accessed at
https://ramkrishnaforgings.com/wp-content/
uploads/2024/08/business-responsibility-sustainability-report-fy-2024-25.pdf.
Disclosures a) Meetings of Board of Directors
During the year under review, 6 (Six) meetings of the Board of Directors were held. The
details of the meetings and the attendance of the Directors are provided in the Corporate
Governance Report. The intervening gap between the Meetings was within the period
prescribed under the statutory laws and the necessary quorum were present at all the
meetings.
b) Committees:
The Company has in place the Committee(s) as mandated under the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There are currently 8 (Eight) committees of the Board, namely:
Audit Committee
Nomination & Remuneration Committee
Stakeholders' Relationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Management & Finance Committee
Capital Market Committee
Investment Committee
Details of the Committees along with their charter, composition and meetings held
during the year, are provided in the Corporate Governance Report, which forms part of this
report. There has been no instance where the Board has not accepted the recommendations of
the Audit Committee. c) Meeting of Independent Directors
Inaccordancewiththerequirementofthestatutorylaws a separate meeting of the Independent
Directors was held on 19 February, 2025. In the meeting, the Directors among other things
reviewed the performance of Non-Independent Directors, the Chairman of the Board and the
Board as a whole and further assessed the quality, quantity and the timeliness of flow of
information between the Management and the Board and found it satisfactory. d)
Particulars of Loans, Guarantees & Investments
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the Standalone Financial Statement. The details
of such Investments, loans and guarantees have been provided in Note no. 7, 9 and 44 to
the Standalone Financial Statements. e) Annual Return
Pursuant to the provisions of Section 92 (3) read with Section 134(3)(a) of the
Companies Act, 2013 the draft copy of the annual return for the F.Y. 2024-25 is uploaded
on the website of the Company https://ramkrishnaforgings.com/
wp-content/uploads/2025/07/Annual-Return-for-the-Financial-Year-2024-25.pdf and the same
can be viewed by the members and stakeholders. f) Conservation of Energy, Technology
Absorption, and Foreign Exchange Earnings and Outgo
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under the Act is given in "Annexure
D" to this Report. g) Particulars of Employees and related disclosures
Disclosure with respect to the remuneration of Directors and Employees as required
under Section 197 of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in "Annexure
E " to this Report. h) Whistle Blower Mechanism
The Company promotes ethical behaviour in all its business activities and has put in
place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil
mechanism and Whistle blower policy under which the employees and directors are free to
report violations of applicable laws and regulations and the Code of Conduct. The
reportable matters may be disclosed to the Vigilance and Ethics officer who operates under
the supervision of the Audit Committee. Employees may also report complains to the
Chairman of the Audit Committee. The status of the complaints received, if any, under the
whistle blower policy is also placed on a quarterly basis before the Board. During the
year the Company has not received any complaint under the whistle blower policy. During
the year under review, no employee was denied access to the Audit Committee. The Vigil
Mechanism / Whistle Blower Policy of the Company can be accessed at the website of the
Company at the following link:
https://ramkrishnaforgings.com/wp-content/uploads/2023/04/whistle-blower-policy.pdf. i)
Transfer of amounts to Investor Education and Protection Fund (IEPF)
Pursuant to the provision of Section 124 of the Companies Act, 2013, read with the IEPF
Authority (Accounting Audit, Transfer and Refund) Rules, 2016 (the Rules) all unpaid or
unclaimed dividends are required to be transferred by the Company to the IEPF established
by the Government of India, after the completion of seven years. Further, according to the
Rules, the shares on which dividend has not been paid or claimed by the shareholders for
seven consecutive years or more shall be transferred to the demat account of the IEPF
authority.
Accordingly, during the Financial Year 2024-25, the Company has transferred an unpaid
& unclaimed dividend of
Rs. 32,500/-. Further, the Company has transferred 1,125 unclaimed shares during the
Financial Year 2024-25 to the IEPF Authority. The details are provided at the website of
the Company at the following link: i)
https://ramkrishnaforgings.com/wp-content/uploads/2024/04/Unpaid-Dividend-Register-FY-2016-17.pdf
ii)
https://ramkrishnaforgings.com/wp-content/uploads/2025/04/Unclaimed-Shares-from-FY-2016-17-transferred-to-the-IEPF.pdf
The dividend declared during the earlier financial years and which is remain unpaid/
unclaimed is due to be transferred to IEPF within statutory timelines, upon expiry of the
period of seven years. The due dates for transfer of such unpaid/ unclaimed dividend after
expiry of seven years will be transferred to IEPF, details of the same are given below:
Sl. |
Unpaid/Unclaimed Dividend for the |
Amount of Unpaid/Unclaimed |
Due date to transfer to |
No. |
Financial Year |
Dividend as on 31/03/2025 (In Rs.) |
IEPF |
1. |
2017-18 |
20,265.00 |
27/11/2025 |
2. |
2018-19 |
18,552.00 |
12/11/2026 |
3. |
2021-22 (1st Interim Dividend) |
6,116.15 |
30/09/2028 |
4. |
2021-22 (2nd Interim Dividend) |
6,798.45 |
16/12/2028 |
5. |
2021-22 (3rd Interim Dividend) |
13,247.98 |
25/03/2029 |
6. |
2021-22 (Final Dividend) |
21,610.06 |
22/11/2029 |
7. |
2022-23 (1st Interim Dividend) |
55,169.15 |
25/09/2029 |
8. |
2022-23 (2nd Interim Dividend) |
70,669.43 |
26/12/2029 |
9. |
2022-23 (3rd Interim Dividend) |
34,588.72 |
27/03/2030 |
10. |
2022-23 (4th Interim Dividend) |
61,524.66 |
03/07/2030 |
11. |
2023-24 (1st Interim Dividend) |
1,09,996.90 |
24/12/2030 |
12. |
2023-24 (2nd Interim Dividend) |
1,53,697.55 |
08/07/2031 |
13. |
2024-25 (1st Interim Dividend) |
1,30,303.64 |
30/12/2031 |
The shares in respect of which dividend has not been paid or claimed for seven
consecutive years will also be transferred to IEPF.
Mr. Rajesh Mundhra, Company Secretary and Compliance Officer, acts as the Nodal
Officer. His details are provided at the website of the Company at the following link:
https://ramkrishnaforgings.com/ dividend-iepf/. j) Disclosure
The Auditors noted that during the course of the ongoing physical verification of
inventories (being conducted by the management and observed by the Firm), it was
discovered that there is a discrepancy in Inventory and requested to appoint an
independent external agency for further fact-finding into the recording of production /
WIP quantity of inventories and subsequent movement thereof for the period from 1 April,
2024 to 31 March, 2025. They further requested to provide to the Statutory Auditors as per
the timelines mentioned in Section 143(12) of the Companies Act, 2013 and rules prescribed
thereunder the report of the independent external agency.
Based on review of the final report of the Independent External Agency when received,
the Audit Committee and the Board shall provide reply/observation to the Auditor within
the timelines prescribed under the applicable law.
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
Your Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company
has an Internal Complaint Committee pursuant to Section 4 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made
thereunder. During the Financial Year 2024-25, the Committee had submitted its Annual
Report to the Board as prescribed in the said Act and there was no complaint as regards
sexual harassment received by the Committee during the financial year.
Details of Complaints received and redressed during the Financial Year 2024-25 are as
follows: a) Number of complaints outstanding at the beginning of Financial Year - Nil b)
Number of complaints filed during the Financial Year - Nil c) Number of complaints
disposed of during the Financial Year - Nil d) Number of complaints pending as on end of
the Financial Year Nil
Disclosures with respect to demat suspense account/ unclaimed suspense account
There are no shares in demat suspense account. a) aggregate number of shareholders and
the outstanding shares in the suspense account lying at the beginning of the year- NIL b)
number of shareholders who approached listed entity for transfer of shares from suspense
account during the year- NIL c) number of shareholders to whom shares were transferred
from suspense account during the year- NIL d) aggregate number of shareholders and the
outstanding shares in the suspense account lying at the end of the year- NIL e) that the
voting rights on these shares shall remain frozen till the rightful owner of such shares
claims the shares- NIL
GENERAL i. During the year under review, there has been no change in the
nature of business of the Company. ii. No material changes and commitments affecting the
financial position of the Company have occurred from the close of the Financial Year ended
31 March, 2025 till the date of this Report. iii. There have been no significant or
material orders passed by the regulators or Courts or Tribunals impacting the going
concern status and the company's operations in future. iv. During the year under review,
the Company has not issued sweat equity shares. v. During the year under review, the
Company has not issued shares with differential voting rights. vi. The Company has not
revised any of its financial statements or reports except for the financial statement
pertaining to the Financial Year 31 March, 2024 on account of finding of the Interim Joint
Fact-Finding Report of the Independent External Agencies on account of discrepancy in the
inventory and merger of ACIL Limited & Wholly-owned Subsidiary with the Company w.e.f
19 February 2024.
vii. During the year neither the Managing Director nor the Whole-time Directors of the
Company, received any remuneration or commission from any of its subsidiaries except Mr.
Chaitanya Jalan (DIN: 07540301) and Mr. Lalit Kumar Khetan (DIN: 00533671), Whole-time
Directors of the Company, who have received remuneration from Globe All India Services
Limited, Wholly-owned Subsidiary of the Company till 10 September, 2024. viii. During the
year under review, no application has been made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 against the Company. ix. During the year under
review, there were no instance of one-time settlement with banks or financial institutions
and hence the differences in valuation as enumerated under Rule 8 (5) (xii) of Companies
(Accounts) Rules, 2014, as amended, do not arise.
x. The Company has complied with the applicable Secretarial Standards issued by
Institute of Company Secretaries of India.
xi. There are no agreements entered into by the shareholders, promoters, promoter group
entities, related parties, directors, key managerial personnel, employees of the listed
entity or of its holding, subsidiary or associate company, among themselves or with the
listed entity or with a third party, solely or jointly, which, either directly or
indirectly or potentially or whose purpose and effect is to, impact the management or
control of the listed entity or impose any restriction or create any liability upon the
listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule
III of Listing Regulations.
Acknowledgement
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Company's executives, staff and workers.
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