As on: Sep 18, 2025 12:19 PM
To,
The Members,
Rex Pipes and Cables Industries Limited,
Sikar, Rajasthan.
Your directors have pleasure in presenting the Annual Report and audited statement of accounts of your Company for the financial year ended on the 31st day of March, 2025.
1. FINANCIAL RESULTS:
^ (Rs. In Lakhs)
Particulars
Revenue from Operations
Other Income
Total Income
Profit before Depreciation, Financial Expenses and Taxatior
Depreciation &Amortization
Financial Expenses
Profit before Taxation
Less: Provision for Taxation (current & deferred)
Profit after Taxation
2. PERFORMANCE OF THE COMPANY:
The Indian industry witnessed a strong growth and performance during the fiscal 2024-25. The pipe and cable sector also saw substantial growth and made significant investments to expand the capacities. Your company aligned its efforts to the growth in the overall Indian economy and the industry and performed in the same direction. Apart from Pipe and Cable sector, the bus body division of the company also performed outstandingly and contributed significant contribution to the revenue of the company. This achievement reflects the effectiveness of the company's strategic initiatives, operational resilience, and adaptability in responding to changing market dynamics.
The Directors are pleased to inform that your Company has been able to demonstrate a good growth in business during the FY 2024-25 and accordingly the gross revenue from operations stood at Rs.13834.25 Lakhs as compared to Rs.12861.19 Lakhs in the previous year. This reflects a growth of approx. 7.57%, which is commendable. The Net Profit after Tax reported at Rs.514.22 Lakhs as against Net Profit after tax Rs.474.54Lakhs in the previous year. We expect to be able to continue to deliver strong growth.
3. CHANGE IN NATURE OF BUSINESS AND CAPITAL STRUCTURE:
During the financial year under review, there was no change in the nature of Business. However, change in the capital structure of the company is as follows:-
> Authorized Share Capital: The authorized share capital of the company Rs. 1,01,00,00,00
Paid-up Capital: As on 31st March 2025, the paid-up share capital of the Company stands at Rs. 9,45,00,000, divided into 94,50,000 equity shares of Rs. 10 each. During the financial year, there was no change in the paid-up capital of the Company. Transparency regarding capital structure is essential, as it enables stakeholders to assess ownership patterns and make informed investment decisions.
> SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the Financial Year 2024-25, on 20thJune 2024, the Company acquired the remaining shares of M/s Swastik Infracity Private Limited (currently subsidiary Company) i.e. 9,999 no. of shares (0.16%), making it a wholly owned subsidiary of the Company.
The Company ensures full transparency and regulatory compliance by making the annual accounts and other relevant information of M/s Swastik Infracity Private Limited accessible to shareholders and statutory authorities at the Company's corporate office. This reflects the Company's strong commitment to transparency, accountability, and good governance, enabling stakeholders to make informed decisions and assess the financial and operational performance of both entities.
The details of subsidiary companies, joint ventures, and associate companies are provided in Form AOC-1, which is attached as Annexure-I to this Report.
4. TRANSFER TO RESERVES:
During the year under review, the Company does not propose to transfer any amount to the General Reserve for the FY 2024-25.
5. DIVIDEND:
During the year under review, the Profit after tax was recorded at Rs.514.22 Lakhs, however you're Directors have decided to plough back the profits in business itself due to the increased working capital requirements, hence do not recommend any Dividend for the year ended on 31st March, 2025.
6. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:
During the year under review, Company was not required to transfer any amount in Investor Education and Protection Fund account.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The company affirms that there have been no material changes or commitments affecting its financial position between the end of the financial year on March 31, 2025, and the date of this report.
8. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The company has not given any loan or guarantee or provide any security covered under the provisions of section 186 of the Companies Act, 2013.However, during the year under review, the company successfully acquired remaining shares of Swastik Infracity Private Limited (currently subsidiary Company) i.e.9,999 no. of shares (0.16%), making it a wholly owned subsidiary of the Company.. This strategic investment has led your company becoming the holding company of Swastik Infracity Private Limited.
The details of Investments made by the company under the provisions of Section 186 of the Companies Act, 2013 are given as follows:
Investments(Equity Shares)
Loans
NIL
Guarantees
Securities
9. PARTICULARS OF RELATED PARTIES TRANSACTIONS UNDER SECTION 188:
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 the business. There were no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
Details of the transactions are provided in Form AOC-2 which is attached as Annexure-II to this Report.
10. BOARD MEETINGS HELD DURING THE YEAR:
During the year under review, the Board of Directors of Company met 4 (four) times. The details of the Board Meetings and the attendance of the directors are provided in below table. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
S.No. Date of Board Meeting
1 20-05-2024
2 09-07-2024
3 04-11-2024
4 24-02-2025
11. DIRECTORS AND KMP :
In accordance with the provisions of the Companies Act, 2013, Mrs. Sohani Devi (DIN- 02839191), is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible offer herself for re-appointment.
Mr. Nimit Jain has been appointed as Non-Executive Independent Director of the Company on dated 17-06-2024 during the year under review.
Other than above there was no change in the Directorship of the Company. The existing board of directors continued to provide leadership and oversight in guiding the company's strategic direction and decision-making processes. This continuity in directorship reflects the confidence and stability in the company's governance structure, ensuring consistency in leadership and management practices.
12. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149:
Independent Directors have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence. They have declared that there has been no change in their status of independence during the year under review.
This declaration underscores the integrity and objectivity of the independent directors in carrying out their fiduciary duties and responsibilities. It reflects the board's adherence to corporate governance standards and its commitment to transparency and accountability in its operations.
> CODE OF CONDUCT OF INDEPENDENT DIRECTORS
Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website www.rpcil.com
By providing transparency regarding the code of conduct for independent directors and its availability for reference, the company demonstrates its commitment to upholding high standards of corporate governance and fostering trust among stakeholders.
13. PERFORMANCE EVALUATION OF BOARD AND DIRECTORS :
Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, a structured questionnaire was prepared after taking into consideration various aspects of the Board's
functioning, composition of the Board and its Committees, Culture, execution and performance of the specific duties obligations and governance.
The Performance of the Committees and Independent Directors were evaluated by the entire board of Directors except for the Director being evaluated. The Performance evaluation of the Chairman, Non-Independent Directors and Board as a Whole was carried out by the Independent Directors. The board of Directors expressed their Satisfaction with the outcome of evaluation and the process followed thereof.
14. AUDITORS:
> Statutory Auditors
The Company's Auditors M/s Happy Kedawat & Company, Chartered Accountants, (FRN 030525C), hold office of Auditors until the conclusion of 23rdAnnual General Meeting.
The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors' Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.
Further, after expiration of the term of five (5) consecutive years of the existing Auditor, the Board recommended the Appointment of , M/s S C L J & Associates, Chartered Accountants, Jaipur (FRN-036048C) as the Statutory Auditors of the company for five consecutive Financial years commencing from FY 2025-26 to FY 2029-30, subject to the approval of Shareholders in the ensuing Annual General Meeting. They have confirmed their eligibility under section 141 of the Companies Act 2013 and the rules framed there under for appointment as Auditors of company.
> Secretarial Auditors
Pursuant to the provisions of Section 204 of The Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s JPS & Associates, (Company Secretaries) Jaipur a firm of Company Secretaries in Practice to conduct Secretarial Audit of the company.
By appointing M/s JPS & Associates (Company Secretaries) for the Secretarial Audit and providing stakeholders with access to the Secretarial Audit Report, the company demonstrates its commitment to accountability, transparency, and compliance with regulatory standards.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report for the Financial Year ended on March 31, 2025 is annexed herewith as Annexure-III.
Further, pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and SEBI Circular No. No.
SEBI/LAD-NRO/GN/2024/218 dated 12.12.2024, the Board has recommended appointment of M/s JPS & Associates, Practicing Company Secretaries Firm, Jaipur as Secretarial Auditors of the Company for five consecutive financial years commencing from FY 2025-26 to FY 2029-30, subject to the approval of Shareholders in the ensuing Annual General Meeting.
> INTERNAL AUDITORS:
In accordance with provision of section 138 of the companies Act, 2013 and rules made there under, your company has appointed CA Sonu Kumar Jangir as an internal auditor of the company and takes their suggestions and recommendation to improve and strengthen the internal control system.
CA Sonu Kumar Jangir will be responsible for conducting internal audits to evaluate the effectiveness of the company's internal control systems, risk management practices, the internal auditor will provide valuable insights, suggestions, and recommendations to the management and the board of directors to enhance and strengthen the company's internal control environment.
By appointing an internal auditor and emphasizing the company's commitment to governance and continuous improvement, stakeholders are assured of the company's proactive approach to risk management and compliance.
15. COMPLIANCE WITH SECRETARIAL STANDARD :
During the year under Report, the Company has complied with the applicable provisions of Secretarial Standards as issued and notified by The Institute of Company Secretaries of India and approved by the Central Government.
16. WHISTLE BLOWER POLICY/VIGIL MECHANISM :
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Copy of Such adopted policy is available on company website www.rpcil.com
17. CFO CERTIFICATIONS:
As part of our commitment to financial integrity and transparency, the Chief Financial Officer (CFO) certifies that the financial statements presented in this report fairly represent the financial position, results of operations, and cash flows of the company in accordance with applicable accounting standards and regulatory requirements.
Further, the CFO affirms that the company maintains adequate internal control systems to safeguard assets, ensure the accuracy of financial reporting, and comply with applicable laws
and regulations. The CFO confirms that the company has complied with all relevant legal and regulatory requirements governing financial reporting, including disclosure obligations and transparency standards. The CFO certifies that the information provided in this report, including financial data and disclosures, is accurate and complete to the best of their knowledge and belief.
The certification provided by the Chief Financial Officer underscores our commitment to upholding the highest standards of financial governance and transparency. Stakeholders can rely on the integrity and accuracy of the financial information presented in this report.
Additionally, CFO certification adds credibility to the financial information presented in the board report and reassures stakeholders about the accuracy and reliability of the company's financial reporting. The CFO certification is attached as Annexure IV for stakeholders' reference.
18. RISK MANAGEMENT POLICY:
The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.
19. WEBLINK FOR ANNUAL RETURN
As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments there under, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2024-25 is available on the web-link of the Company at www.rpcil.comand the Annual Return for Financial Year 2024-25 will be made available in the due course of time after Annual General Meeting.
20. 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.
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUCY:
The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. Internal Auditors' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. Based on their report of Internal Audit function, corrective actions in the respective area are
undertaken & controls are strengthened. Significant audit observations & corrective actior suggested are presented to the Audit Committee.
22. DETAILS OF FRAUD REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditor: have not reported any instances of fraud committed in the Company by its officers oi employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audii and Auditors) Rules, 2014 of the Companies Act, 2013.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A statement depicting details of conservation of energy, technology absorption, foreigi exchange earnings and outgo in the manner as prescribed In Rule 8(3) of The Companie; (Accounts) Rules, 2014 [Chapter IX] is annexed hereto and forms part of this Report a Annexure-V.
24. PARTICULARS OF EMPLOYEES:
A Statement providing Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel Amendment Rules, 2016 is annexed hereto and forms part of this Report as Annexure- VI.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management discussion & analysis report forming part of this report is annexed herewitl and marked as Annexure- VII.
26. DIRECTORS RESPONSIBILITY STATEMENT:
As required under section 134(5) of the Companies Act, the directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable accounting standards have beei followed along with proper explanation relating to material departures;
(ii) the directors have selected such accounting policies and applied them consistently am made judgments and estimates that are reasonable and prudent so as to give a true and fai view of the state of affairs of the company as at the end of the financial year and of th< profit or loss of the company for the year ;
(iii) The directors have taken proper and sufficient care for the maintenance of adequati accounting records in accordance with the provisions of this Act for safeguarding the asset of the company and for preventing and detecting fraud and other irregularities.
(iv) The directors have prepared the annual accounts on a going concern basis.
(v) The directors have devised proper system to ensure compliances with the provisions of al applicable laws and that such systems were adequate and operating effectively.
27. MAINTENANCE OF COST RECORD:
Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records.
28. AUDIT COMMITTEE
The Company has formed an audit committee as designed under section 177 of the Companies Act, 2013, of which the following directors are members:
1. Mr. Shubash Meel, (Chairman)
2. Mr. Rajendra Kaler, Member
3. Mr. Anil Kumar, Member
The Committee has 3 meeting during the year under review.
The terms of reference of the Audit Committee are broadly as follows:
a) To review compliance with internal control systems;
b) To review the findings of the Internal Auditor relating to various functions of the Company;
c) To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditors/Internal Auditors;
d) To review the financial results of the Company before submission to the Board;
e) To make recommendations to the Board on any matter relating to the financial management of the Company, including Statutory & Internal Audit Reports;
f) Recommending the appointment of cost auditors and statutory auditors and fixation of their remuneration;
g) Review of Cost Audit Report;
h) Reviewing the Company's financial and risk management policies;
i) To review compliance related with whistle blower mechanism.
29. NOMINATION AND REMUNERATION COMMITTEE
The Company has formed a remuneration committee as designed under section 178 of the Companies Act, 2013, of which the following directors are members:
1. Mr.Shubash Meel, Chairman
2. Mr. Anil Kumar, Member
3. Mr. Jitendra Kumar Kaler, Member
The Committee has 1 meeting during the year under review.
The broad terms of reference of the Nomination and Remuneration Committee are as follows:
a) Review the performance of the Managing Director and the Wholetime Directors, after considering the Company's performance.
b) Recommend to the Board remuneration including salary, perquisites and commission to be paid to the Company's Managing Director and Wholetime Directors.
c) Finalise the perquisites package of the Managing Director and Wholetime Directors within the overall ceiling fixed by the Board.
d) Recommend to the Board, retirement benefits to be paid to the Managing Director and Whole-time Directors under the Retirement Benefit Guidelines adopted by the Board.
e) Recommend to the Board, annual evaluation of performance of Managing Director, Executive Director, Non Executive Directors and Key Managerial Personnel.
30. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has formed a stakeholder's relationship committee as designed under section
178 of the Companies Act, 2013, of which the following directors are members:
a) Mr. Shubash Meel, Chairman
b) Mr. Anil Kumar, Member
c) Mr. Jitendra Kumar Kaler, Member
Pursuant to the resolution passed at the Meeting held on September 20, 2024, the Committee has been reconstituted. Mr.Nimit Jain has been inducted as a member of the Committee in place of Mr. Anil Kumar. The revised composition of the Stakeholders' Relationship Committee is as follows:
Mr. Shubash Meel - Chairman
Mr. Jitendra Kumar Kaler - Member
Mr. Nimit Jain - Member
The Board believes that the reconstituted committee will continue to function effectively and uphold the highest standards of shareholder engagement and governance."
The broad terms of reference of the Stakeholders Relationship Committee are as follows:
a) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
b) Review of measures taken for effective exercise of voting rights by shareholders.
c) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
d) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
31. CSR POLICY AND AMOUNT SPENT THEREON:
In compliance with the Companies Act, 2013, the company's Net Profit before Tax in the financial year 2023-2024 triggered the CSR limits provided under section 135 of the companies Act, 2013, prompting the company to duly constituted Corporate Social Responsibility Committee (CSR Committee) for conducting CSR activities, the composition of which is as follows:
1. Mr. Subhash Meel (Chairman)
2. Mr. Sharwan Kumar Kaler (Member of Committee)
3. Mr. Anil Kumar (Member of Committee)
The CSR Committee met five times during the Financial Year 2024-25.
The broad terms of reference of the CSR Committee are as follows:
a) Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and the rules thereunder;
b) Recommending the amount of expenditure to be incurred on CSR activities of the Company;
c) Overseeing the implementation of CSR activities and projects;
d) Evaluating performance of the Company in the area of CSR;
e) Monitoring implementation of CSR policy of the Company from time to time;
f) Carry out any other function as directed by the Board and/or mandated by any statutory authority through any notification, amendment or modification from time to time.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-VIII of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
32. REGISTRAR & SHARE TRANSFER AGENTS:
The Company has appointed KFin Technologies Limited as its Registrar & Share Transfer Agent, whose content details are as follows:-
KFIN TECHNOLOGIES LIMITED
"Selenium, Tower B, Plot No- 31 & 32,
Financial District, Nanakramguda, Serilingampally Hyderabad Telangana- 500032"
This is to inform that, consequent to receipt of Certificate of Registration of Regional Director order for Change of State, from the Registrar of Companies, Mumbai, the Registered Office of the Company (KFINTECH) has been shifted from Hyderabad in the State of Telangana to Mumbai in the State of Maharashtra, at the following address: 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Mumbai, 400070, Maharashtra."
33. CORPORATE GOVERNANCE
The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company; however, the Company adheres to good corporate practices at all times.
34. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's shares.
The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website www.rpcil.com
Maintenance of Structured Digital Database ("SDD") has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading)Regulations, 2015 ('PIT Regulations') .The Company Have Installed SDD Services from "Orion Legal Supplies". Company regularly entries maintained in this software and submitted report quarterly to stock exchanges. Regulation 3(5) & (6) of PIT Regulations, The responsibility of ensuring that the SDD is maintained for sharing of any UPSI is upon the board of directors of such entity. Further in terms of Regulation 9A of the PIT Regulations, the managing director and the chief executive officer or such other analogous
Person is responsible for putting in place effective systems of internal controls to ensure various requirements specified in the regulations are complied with. The Audit Committee is responsible to verify the adequacy and operating effectiveness of the internal controls at least annually.
As per the amended rules under the Structured Digital Database (SDD) regulations, companies are required to submit the Annual Compliance Certificate, duly certified by a
Practising Company Secretary (PCS), to the Stock Exchange within 60 days from the end of the financial year. The Company has duly complied with this regulatory requirement.
35. CODE OF CONDUCT TO REGULATE MONITIOR AND REPORT TRADING BY INSIDERS
There are many information's that are important and price sensitive and required to be kept confidential on the part of the company, if the information is disclosed this will harm the image of the company, in the definition of the insider it will include all the persons connected with the company including the all employee's so policy relating to this is available on the website of the company.
This policy is applicable to all employee's and KMP's of the company to not to disclose the confidential information of the company which affects the performance of the company.
36. CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT
Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to this is available for the access at the website www.rpcil.com
37. SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
The Company has zero tolerance for sexual harassment at 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 for prevention and redressal of complaints of sexual harassment at workplace. The said policy including committee composition details is available on the website of the company at www.rpcil.com.
In compliance with legal requirements, the Company has formed an Internal Committee under the applicable act to address and prevent instances of harassment in the workplace.
The composition of the Internal Committee is as follows:
1. Mrs. Sohani Devi (Chairperson)
2. Mr. Sharwan Kumar Kaler (Member)
3. Mr. Subhash Meel (Member)
The Company convened a meeting of the Internal Committee under the POSH (Prevention of Sexual Harassment) Act, 2013 on 12th August 2024, in which Mrs. Richa Gaur was appointed as the external member of the Committee. She serves as a Government Teacher at a Senior
Secondary School and possesses relevant knowledge and understanding of POSH-related matters.
Furthermore, the Company has submitted its Annual POSH Report to the District Collectorate, Sikar, Rajasthan-332001 on 27th January 2025, in compliance with statutory requirements.
During the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
38. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS
The Listed Entity is always required to be committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner. Investors of the entity also expect timely and accurate information from the company as its supports and foster
confidence in the quality and integrity of information released by the Company. So under this policy, the management of the company determines the material events of the company and disclosed them for their investors.
Under this policy company may decide all those events and information which is material and important and is compulsory to be disclosed for the investors about the company, policy related to this is available at the website www.rpcil.com
39. PRESERVATION OF DOCUMENTS
The Corporate records need to be kept at the places and manner defined under the Act. The Company accordingly has policy in this regard.
40. ARCHIVAL POLICY
This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year.
41. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
During fiscal year 2024-25, the Company welcomed Mr. Nimit Jain to its Board as a Non- Executive Independent Director. Mr. Jain brings a sterling reputation for personal integrity and ethical conduct, underpinned by a rich blend of academic credentials, domain-specific knowledge, and extensive corporate leadership experience.
In the Board's assessment, the Independent Directors collectively possess a comprehensive spectrum of qualifications, professional expertise, and specialized experience, fully satisfying the proficiency standards prescribed under Section 150(1) of the Companies Act, 2013. The Board is confident that their diverse skills and independent perspectives will significantly strengthen its oversight, strategic direction, and overall governance framework.
42. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Company has in Place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment/reappointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and commission for approval of the members. further, based on the recommendation of the Board the remuneration of Non-Executive Directors comprising of sitting fees and commission in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and commission for approval of the members further based on the recommendation of the Board the
remuneration of Non-Executive Directors comprising of sitting fees and commission in accordance with the provisions of the Act is proposed for the approval of the members.
The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act is available on Company's website and accessible through weblinkwww.rpcil.com
43. Details of Application/ Proceeding under the Insolvency and Bankruptcy Code, 2016
During the Year FY 2024-25, the company has neither made any application nor initiated any proceedings under the Insolvency and Bankruptcy Code, 2016.
44. 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
Not Applicable, as there are no 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.
45. ACKNOWLEDGEMENT:
You're Company and its Directors take this opportunity to record their appreciation of the assistance and support extended by all the Government Departments, Banks, Financial Institutions, Consultants and Shareholders of the company. The Directors also express their sincere appreciation for the dedicated efforts put in by all the employees & workers and for their continued contribution for the improved performance of your company during the year.
We also extend our heartfelt thanks to all employees and workers for their dedication, hard work, and commitment to excellence. Your relentless efforts have been instrumental in driving the company's performance and achieving our goals. As we move forward, we remain committed to upholding the highest standards of corporate governance, transparency, and accountability. Together, we will continue to pursue growth opportunities and create value for all stakeholders.
Thank you once again for your invaluable support and contributions to the success of our company.
Sd/-
SHARWAN KUMAR KALER
(MANAGING DIRECTOR)
DIN-01050715