The Board of Directors present the Company's Thirty-seventh Annual Report and the
Company's audited financial statements for the financial year ended March 31, 2025.
The Company's financial performance (standalone and consolidated) for the year ended
March 31, 2025 is summarised below:
Figures in brackets represent deductions
# Includes Provision for Income Tax of earlier years - NIL (Previous year Rs. 66 lakh)
* For Financial Year 2023-24
$ For Financial Year2022-23
A
Subject to rounding off differences
Dividend
The Board of Directors have recommended a dividend of Rs.3.50 (Three rupees and fifty
paise) per equity share of Rs.10/- (Ten rupees only) each fully paid-up of the Company for
the financial year ended March 31, 2025 (last year Rs.3.50 per equity share of Rs.10/-
each fully paid-up). Dividend payment is subject to approval of Members at the ensuing
Annual General Meeting and subject to deduction of income tax at source.
The dividend recommended is in accordance with the Company's Dividend Distribution
Policy. The said policy of the Company is available on the Company's website and can be
accessed at: http://www.riil.in/pdf/dividend-distribution-policy.pdf
Details of material changes from the end of the financial year
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year to which the financial statement relates
and date of this Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is as under:
Results of Operations and the State of Company's Affairs
During the year, the Company's Net profit was Rs.983 lakh as compared to Rs.1,021 lakh
in the previous year. Revenue from transportation services was Rs.3,317 lakh as compared
to Rs.3,350 lakh in the previous year. Revenue from infrastructure support and other
operating income was Rs.1,632 lakh as compared to Rs.2,458 lakh in the previous year,
mainly on account of lower utilization of the infrastructure assets.
The Company continues to provide infrastructure support services which includes
transportation of petroleum products, natural gas and raw water through pipelines and
other infrastructure support services mainly to Reliance Industries Limited.
Resources and Liquidity
The Company's net worth as on March 31, 2025 stood at '32,400 lakh, with accumulated
reserves and surplus of Rs.30,890 lakh.
The Return on net worth fell to 3.1% in FY 2024-25 as against 3.2% in previous year due
to lower profits on account of lower utilisation of infrastructure assets.
Details of significant changes (i.e. change of 25% or more as compared to the
immediately previous financial year) in key financial ratios along with detailed
explanation is given below:
Trade Receivable Turnover Ratio decreased to 10.90 in FY 2024-25 as against
16.76 in the previous year primarily due to increase in average trade receivables.
Return on Capital Employed increased to 286.6% in FY 2024-25 as against (125.6%)
in the previous year due to reduced capital employed.
The Company continues to maintain its conservative financial profile and funds its
requirements through internal accruals.
Macro-outlook, industry framework and road ahead
In current times, business environment around the world has become highly volatile.
Almost every sector globally is operating amid extreme uncertainties, as major economies
seek to bring about considerable alterations in existing trade and geo-political stances.
The prolonged and continuing geo-political tensions further aggravate the situation.
Amid such periods of disruption, the virtue of economic self-reliance gains significant
impetus. India's thrust on "atmanirbharta" becomes all the more relevant,
especially in crucial sectors like infrastructure. The roadways, ports, airports,
pipelines and overall logistics of our country will play an integral role in ensuring
India's continued growth trajectory. The Company has deployed best-in-class assets, to
support and enhance the infrastructure development.
Challenges, Risks and Concerns
Infrastructure projects are mainly characterized by prolonged development phases and
involve long gestation period. The current emphasis on sustainability and climate change
presents the challenge of maintaining environmental protection and effectively managing
the carbon footprint throughout project implementation. Handling regulatory shifts during
the lifecycle of a project constitutes a key risk factor.
The Company has a competent management team, well equipped to mitigate the risks
involved. With strong governance structures in place, the Company remains focused on
timely delivery of infrastructural services with prudent financial management. Over the
years, the Company has been primarily serving one major customer, leveraging its existing
assets to drive performance.
Human Resource Development
The Company believes that the quality of its employees is the key in the long run. The
Company continues to have cordial relations with its employees. The Company provides
personal development opportunities and all-round exposure to its employees.
Internal Controls
The Company has robust internal control systems and procedures commensurate with its
nature of business which meets the following objectives:
providing assurance regarding the effectiveness and efficiency of operations;
efficient use and safeguarding of resources;
compliance with policies, procedures and applicable laws and regulations; and
transactions being accurately recorded and promptly reported.
The Company continues to have periodical internal audits conducted of all its functions
and activities to ensure that systems and processes are followed across all areas.
The Audit Committee regularly reviews the adequacy of internal control systems through
such audits. The Internal Auditor reports directly to the Audit Committee.
The Company also has a robust budgetary control system to monitor expenditure against
approved budgets on an ongoing basis.
Internal Financial Controls
Internal Financial Controls are an integral part of the risk management framework and
process that address financial and financial reporting risks. The key internal financial
controls have been documented, automated wherever possible and embedded in the business
process. The Company has in place adequate internal financial controls with reference to
Financial Statement.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews and self-assessment, continuous control monitoring by functional
experts as well as testing of the internal financial control systems by the Statutory
Auditor and Internal Auditors during the course of their audits.
The Company believes that these systems provide reasonable assurance that the Company's
internal financial controls are adequate and operating effectively as intended.
Risk Management
The Company has in place a Risk Management Policy commensurate with the size of the
Company, which provides for a robust risk management framework to identify and assess
risks such as safety, health and environment, operational, strategic, financial, security,
property, regulatory, reputational and other risks and put in place an adequate risk
management infrastructure capable of addressing these risks. The Risk Management Committee
has been constituted to identify, monitor and report on the potential risks associated
with the Company's business and periodically keeps the Board of Directors apprised of such
risks and the measures taken by the Company to mitigate such risks.
Given below are significant potential risks to the Company and measures in place to
mitigate them:
Operational Risk: Disruptions in operating the Company's pipelines and equipment may
arise due to natural calamities, equipment failures or other unexpected or unforeseen
interruptions.
The extreme risk for pipeline is "Damage to pipeline by third party activity in
high consequence areas". This risk is being mitigated through daily line patrolling.
Public awareness programs covering all stakeholders also play a significant role in
reducing Third Party Damage incidents to a great extent. The Company consistently works
towards monitoring the health of the pipelines through internal checks and external audit
assurance in compliance with the requirement of Petroleum and Natural Gas Regulatory
Board, thereby maintaining or improving operational efficiencies.
Safety, Health and Environment Risks: The Company's activities of transporting
petroleum products and natural gas through its pipelines are inherently hazardous. Any
accident, explosion, leakages or acts of terrorism may cause property damage or bodily
injury and adversely impact surrounding communities and environment which may result in
disruption of operations and litigations. The Company has structured inspections of its
operating facilities for identifying and mapping operational hazards, investigating root
cause analysis and to eliminate any such occurrence by developing mitigation plans.
Further, there is a comprehensive insurance plan in place to cover the above risks.
Consolidated Financial Statement
In accordance with the provisions of the Companies Act, 2013 ("the Act") and
the Listing Regulations read with Ind AS 110 - Consolidated Financial Statements and Ind
AS 28 - Investments in Associates and Joint Ventures, the audited Consolidated Financial
Statement forms part of this Annual Report.
Subsidiary, Joint Venture and Associate Company
The Company did not have any subsidiary or joint venture during the financial year
under review. The Company has one Associate Company, Reliance Europe Limited.
A statement providing details of performance and salient features of the financial
statement of the Associate Company as per Section 129(3) of the Act, is provided as
Annexure 'A' to the audited Consolidated Financial Statement and therefore not repeated in
this Report.
The Audited Financial Statement including the Consolidated Financial Statement of the
Company and all other documents required to be attached thereto forms part of this Annual
Report and is also available on the Company's website and can be accessed at:
http://www.riil.in/pdf/Annual-Report-2024-25.pdf
Secretarial Standards
The Company has followed the applicable Secretarial Standards, with respect to Meetings
of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.
Directors' Responsibility Statement
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the
Act have been followed and there are no material departures from the same;
b) the Directors have 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 as at March 31,2025 and of the profit of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Business Responsibility and Sustainability Report
In accordance with the Listing Regulations, the Business Responsibility and
Sustainability Report describing the initiatives taken by the Company from an
environmental, social and governance perspective is available on the Company's website and
can be accessed at: https://www.riil.in/pdf/riil-business-
responsibility-and-sustainability-report-2024-25.pdf
Contracts or Arrangements with Related Parties
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on arms' length
basis and do not have potential conflict with interest of the Company at large.
Details of the contracts/arrangements/transactions with related party which are
required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section
188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith
and marked as Annexure I to this Report.
The Policy on Materiality of Related Party Transactions and on dealing with Related
Party Transactions as approved by the Board is available on the Company's website and can
be accessed at: https://www.riil.in/pdf/riil-policy-on-materiality.pdf
Members may refer to Note 24 to the Standalone Financial Statement which sets out
related party disclosures pursuant to Ind AS.
Corporate Social Responsibility
The Corporate Social Responsibility ("CSR") Policy formulated by the
CSR Committee and approved by the Board is available on the Company's website and can be
accessed at: http://www.riil.in/pdf/ csr_policy.pdf. During the year under review, there
has been no change in the said Policy.
The CSR policy sets out the guiding principles for the CSR Committee, inter-alia, in
relation to the activities to be undertaken by the Company, as per Schedule VII to the
Act, CSR Governance and implementation, Composition of Committee and monitoring of CSR
activities.
The key philosophy of the CSR initiative of the Company is to promote development
through social and economic transformation.
The Company has, inter-alia, identified following areas in which it may engage for its
CSR activities:
Addressing identified needs of the underprivileged through initiatives directed
towards promoting health, including preventive health care;
Environmental sustainability and ecological balance; and
Any other activity falling within the scope of Schedule VII to the Act.
During the year, the Company has spent Rs.30 lakh (i.e., 2.34% of the average net
profits of the immediately preceding three financial years) towards identified and
approved CSR initiatives covered under Schedule VII to the Act.
The Annual Report on CSR activities is annexed herewith and marked as Annexure II to
this Report.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the
Company, Shri Mahesh K. Kamdar, Director of the Company, retires by rotation at the
ensuing Annual General Meeting. The Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration Committee ("NRC"), has
recommended his appointment.
Further, in terms of Regulation 17(1A) of the Listing Regulations, approval of Members
by way of special resolution is sought at the ensuing Annual General Meeting for
continuation of Shri Mahesh K. Kamdar as non-executive director, liable to retire by
rotation, notwithstanding his attaining the age of seventy-five years.
Shri Dilip V. Dherai, Executive Director of the Company, superannuated from the
services and stepped down from the position of Director of the Company with effect from
end of the day on March 31, 2025. The Board of Directors placed on record their sincere
appreciation for the contribution made by Shri Dilip V. Dherai, during his long tenure of
over 34 years on the Board of the Company.
The Board of Directors, based on the recommendation of the NRC, appointed Shri Vipin
Chandra Sati as an Additional Director and Whole-time Director designated as Executive
Director for a term of 5 (five) years with effect from April 1,2025, subject to the
approval of the Members. In the opinion of the Board, he possesses requisite expertise,
integrity, experience and proficiency.
Smt. Sindhu Menon ceased to be the Chief Financial Officer of the Company with effect
from the close of business hours of July 18, 2024. The Board of Directors, based on the
recommendation of the NRC, appointed Shri Praveen Baser as the Chief Financial Officer of
the Company with effect from July 19, 2024. The Board of Directors placed on record its
deep appreciation for the valuable contribution made by Smt. Sindhu Menon during her
association as the Chief Financial Officer of the Company.
The Company has received declarations from all the independent directors of the Company
confirming that:
i. they meet the criteria of independence prescribed under the Act and the Listing
Regulations; and
ii. they have registered their names in the independent directors' databank.
The Company has, inter-alia, following policies:
a) Policy for Appointment of Directors and determining Directors' independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
The Policy for Appointment of Directors and determining Directors' independence sets
out the guiding principles for the NRC for identifying persons who are qualified to become
Directors and to determine the independence of Directors, while considering their
appointment as independent directors of the Company. The Policy also provides for the
factors in evaluating the suitability of Individual Board members with diverse background
and experience that are relevant for the Company's operations.
There has been no change in the aforesaid policy during the year under review. The said
policy is available on the Company's website and can be accessed at:
https://www.riil.in/pdf/policy-for-appointmentof-directors-and-
determining-Directors'-independence.pdf
The Remuneration Policy for Directors, Key Managerial Personnel and other employees
sets out the guiding principles for the NRC for recommending to the Board, the
remuneration of the Directors, Key Managerial Personnel and other employees of the
Company. There has been no change in the policy during the year under review. The said
policy is available on the Company's website and can be accessed at:
https://www.riil.in/pdf/remuneration-policy- for-directors-key-managerial-other-empl.pdf
Performance Evaluation
The Company has a policy for performance evaluation of the Board, Committees and other
Individual Directors (including independent directors) which includes criteria for
performance evaluation of Non-executive Directors and Executive Directors.
In accordance with the manner of evaluation specified by the NRC, the Board carried out
annual performance evaluation of the Board, its Committees and Individual Directors. The
independent directors carried out annual performance evaluation of the Chairman, the
non-independent directors and the Board as a whole. The Chairperson of the respective
Committees shared the report on evaluation with the respective Committee members. The
performance of each Committee was evaluated by the Board, based on the report of
evaluation received from respective Committees.
Auditors and Auditor's Report
(i) Statutory Auditor
Chaturvedi & Shah LLP (Registration No.: 101720W/W100355), Chartered Accountants,
were appointed as the Auditor of the Company, for a term of 5 (five) consecutive years, at
the Annual General Meeting held on September 28, 2022. The Auditor have confirmed that
they are not disqualified from continuing as the Auditor of the Company.
The Auditor's Report does not contain any qualification, reservation, adverse remark or
disclaimer. The Notes to Financial Statement referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.
(ii) Cost Auditor
In accordance with the provisions of Section 148(1) of the Act, read with the Companies
(Cost Records and Audit) Rules, 2014, the Company has maintained cost records in its books
of account for the financial year 2024-25 in respect of its services of transportation of
petroleum products. However, in terms of the said Rules, the requirement of cost audit was
not applicable to the Company for the financial year 2024-25 as the turnover of the
Company from these services was below the threshold limit prescribed in the said Rules for
cost audit.
(iii) Secretarial Auditor
The Board had appointed Shashikala Rao & Co., Company Secretaries, to conduct
Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit
Report relating thereto is annexed herewith and marked as Annexure III to this
Report. The Secretarial Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer.
In accordance with the provisions of Section 204 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
the Listing Regulations, the Board has recommended to the Members of the Company the
appointment of BNP & Associates, Practicing Company Secretaries (Firm Registration No.
P2014MH037400), as the Secretarial Auditor of the Company for a term of 5 (five)
consecutive financial years, commencing from the financial year 2025-26 to the financial
year 2029-30 to conduct Secretarial Audit of the Company. They have confirmed their
eligibility and qualification required under the Act and the Listing Regulations for
holding the office, as the Secretarial Auditor of the Company.
Disclosures
Meetings of the Board
Five meetings of the Board of Directors were held during the year.
The particulars of meetings held and attendance of each Director are detailed in the
Corporate Governance Report forming part of this Annual Report.
Committees
The composition of the Committees as on March 31, 2025 is as under:
Audit Committee
The Audit Committee comprises Smt. Riddhi Bhimani (Chairperson), Shri Achuthan
Siddharth and Shri Rahul Dutt. During the year under review, all the recommendations made
by the Audit Committee were accepted by the Board.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee comprises Shri Sanjiv Singh (Chairman),
Shri Achuthan Siddharth and Smt. Riddhi Bhimani.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises Shri Achuthan Siddharth (Chairman),
Smt. Riddhi Bhimani and Shri Rahul Dutt.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises Shri Mahesh K. Kamdar (Chairman),
Shri Sanjiv Singh, Shri Achuthan Siddharth and Shri Rahul Dutt.
Risk Management Committee
The Risk Management Committee effective July 19, 2024 comprised Shri Dilip V. Dherai
(Chairman), Shri Sanjiv Singh, Shri Achuthan Siddharth, Smt. Riddhi Bhimani, Directors
& Shri Praveen Baser and Shri Umesh D. Giriyan, Executives of the Company.
The Committee was re-constituted effective April 1,2025, comprising Shri Sanjiv Singh
(Chairman), Shri Vipin Chandra Sati, Shri Achuthan Siddharth, Smt. Riddhi Bhimani,
Directors & Shri Praveen Baser and Shri Umesh D. Giriyan, Executives of the Company.
Vigil Mechanism and Whistle-blower Policy
The Company has established a robust Vigil Mechanism and a Whistle-blower Policy in
accordance with provisions of the Act and the Listing Regulations. Ethics & Compliance
Task Force ("ECTF") comprising a member of Board as the Chairman and
senior executives as members oversees and monitors the implementation of ethical business
practices in the Company. ECTF is required to review complaints and incidents on a
quarterly basis and report them to the Audit Committee.
Employees and other stakeholders are required to report actual or suspected violations
of applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed
Reportable Matter) disclosed as per Policy are called "Protected Disclosures"
and can be raised by a whistle-blower through an e-mail or a letter to the ECTF or to the
Chairperson of the Audit Committee.
The Vigil Mechanism and Whistle-blower Policy is available on the Company's website and
can be accessed at: https://www.riil.in/pdf/whistle-blower-policy.pdf
During the year under review, no Protected Disclosure concerning any reportable matter
in accordance with the Vigil Mechanism and Whistle-blower Policy of the Company was
received by the Company.
Particulars of loans given, investments made, guarantees given and securities provided
The Company has not given any loan or guarantee or provided any security during the
year under review. Particulars of investments made are provided in the Standalone
Financial Statement. Members may refer to Note 2, 6 and 29 to the Standalone Financial
Statement.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The particulars relating to conservation of energy, technology absorption and foreign
exchange earnings & outgo, as required to be disclosed under the Act are as under:
A. Conservation of Energy
As an infrastructural facilities and support services provider, the operations of the
Company require efficient energy consumption.
(i) Steps taken to conserve energy
Old battery banks at Cathodic Protection stations CP-1 and CP-2 are replaced with an
energy-efficient and maintenance-friendly power storage system, contributing to improved
energy conservation and system reliability. The new setup featured advanced charging
technology, reduced power losses and longer battery life aligning with sustainable
operation goals.
(ii) Steps taken for utilising alternate sources of energy and Capital investment on
energy conservation equipment
The Company has not made any capital investment on utilizing alternate sources of
energy and conservation equipment during the year under review.
B. Technology absorption
(i) Major efforts made towards technology absorption
a) Upgradation of Uninterruptible Power Supply ("UPS") panel to ensure
uninterrupted power for critical Supervisory Control and Data Acquisition ("SCADA")
& Remote Terminal Unit ("RTU") control systems and field
instrumentation at Company's pumping facility inside HPCL refinery at Chembur. The scope
included integration of a modern UPS system with enhanced reliability, load-handling
capacity and seamless switchover with minimal downtime resulting in improved operational
stability and extended backup power duration for process equipment.
b) Replacement and upgradation of 4 Motor Operated Valve actuators at Company's pumping
facility inside HPCL refinery at Chembur to enhance reliability and operational
efficiency. The upgradation work involved installation of IQ Series actuators with
improved torque control and diagnostics features and integrating them with the existing
SCADA/control system.
c) Integration of newly installed CCTV surveillance cameras with a centralized GENETEC
Security Centre platform to enhance real-time monitoring, centralized control and incident
management capabilities. The integration streamlined security operations by enabling
unified access, video analytics and remote viewing features across multiple locations.
d) Replacement of existing RTU marshalling panel and associated signal cables at CP 15
carried out to improve system reliability, reduce signal noise, ensure long-term
maintainability and to enhance communication integrity between field instruments and the
RTU.
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution
Implemented framework for securing SCADA and Leak Detection System ("LDS")
application software by upgrading cyber security solutions like Trellix, Trend Micro,
Claroty tools and Fire walls complying to IEC 62443 standard to identify and mitigate the
cybersecurity threats.
(iii) Information regarding imported technology (Imported during the last three years)
The Company has not imported any major technology during the last three years.
(iv) Expenditure incurred on research and development
Developed in-house capability to carry out analysis of Electrical Resistance probes
data as part of a proactive internal corrosion monitoring program for Pipeline health
monitoring and its assessment. Earlier this critical pipeline health monitoring activity
was being done through the external expert agency.
C. Foreign Exchange Earnings and Outgo
Foreign Exchange earned in terms of Actual Inflows - Nil
Foreign Exchange outgo in terms of Actual Outflows - USD 7,746.28
Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by the Securities and Exchange
Board of India.
The Company has also implemented several best governance practices. The Corporate
Governance Report as stipulated under the Listing Regulations forms part of this Annual
Report. Certificate from the Statutory Auditor of the Company confirming compliance with
the conditions of Corporate Governance is attached to the Corporate Governance Report.
Disclosure pursuant to para (IV) of third proviso to Section II, Part II of Schedule V
to the Act relating to remuneration of Shri Dilip V. Dherai is covered in the Corporate
Governance Report. For details, please refer to the Corporate Governance Report forming
part of this Annual Report.
Annual Return
The Annual Return of the Company as on March 31, 2025 is available on the Company's
website and can be accessed at: http://www.riil.in/pdf/mgt-7-2024-25.pdf
Particulars of Employees and related disclosures
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 names of top ten employees in terms of remuneration drawn and the
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said Rules forms part of this Report.
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 forms part of this Report.
Having regard to the provisions of the second 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. Any Member interested in obtaining such information may address
their email to investor_relations@riil.in.
Prevention of sexual harassment at workplace
In accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules
made thereunder, the Company has in place a policy which mandates no tolerance against any
conduct amounting to sexual harassment of women at workplace. The Company has an Internal
Complaints Committee to redress and resolve any complaints arising under the POSH Act.
Training/Awareness programs are conducted throughout the year to create sensitivity
towards ensuring respectable workplace.
General
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these matters during the year under
review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares and ESOS) to the employees of the
Company under any scheme.
4. The Company has no holding company or subsidiary company, hence the provisions of
Section 197(14) of the Act relating to receipt of remuneration or commission by the
Whole-time Director from holding company or subsidiary company of the Company are not
applicable to the Company.
5. No significant or material orders were passed by the Regulators or Courts or
Tribunals, which impact the going concern status and Company's operations in future.
6. No fraud has been reported by the Auditor to the Audit Committee or the Board of
Directors of the Company.
7. There has been no change in the nature of business of the Company.
8. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
9. There was no instance of one-time settlement with any Bank or Financial Institution.
Acknowledgement
The Board of Directors wish to place on record its deep sense of appreciation for the
committed services by all the employees of the Company. The Board of Directors would also
like to express their sincere appreciation for the assistance and co-operation received
from the government and regulatory authorities, stock exchanges, depositories, banks,
customers, vendors and Members during the year under review.
For and on behalf of the Board of Directors
Mahesh K. Kamdar
Chairman
Mumbai, April 16, 2025.