To
The Members of Rulka Electricals Limited
The Directors of your company are pleased to present the seventh 11th Annual Report on the business and operations of the Company along with the Audited Financial statements for the financial year ended 31.03.2024.
Highlights of the Financial year 2023-24 are as follows:
1. FINANCIAL RESULTS
2. STATE OF COMPANY'S AFFAIRS
The company registered a stellar growth in standalone revenue at INR 7,12,891.72 thousands during the Financial Year 2023-24 as compared to INR 4,68,978.34 thousands in the Financial Year 2022- 23. The Profits after Tax ("PAT") stood at INR 61,106.65 thousands in Financial Year 2023-24 as compared to INR 27,888.10 thousands in the previous financial year.
3. DIVIDEND
Your directors have not recommended any dividend on equity shares for the year under review to conserve the resources for the future growth of the Company.
4. CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of the business of the Company.
5. FINANCIAL STATEMENTS
Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company has published the audited standalone financial results on an annual basis along with the auditor's report. There were no revisions made to the financial statements during the year under review.
The Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards ("Ind-AS") as issued by the Institute of Chartered Accountants of India and form an integral part of this Report.
6. LISTING OF SHARES
The Shares of the Company were listed on the SME Platform of the National Stock Exchange of India Limited (NSE EMERGE) on 24th of May 2024. The Company has paid the annual listing fee for the financial year 2024-25.
The Equity Shares of the Company have electronic connectivity under ISIN No. INE0R7301013. To provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private Limited, Pinnacle Business Park, Office No S6-2, 6th, Mahakali Caves Rd, Next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093 as Registrar and Transfer Agent of the Company for existing physical based and allied Secretarial Services for its Members / Investors and for Electronic Connectivity with NSDL and CDSL.
7. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
The material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report is that your Company successfully completed its Initial Public Offer (IPO) of 11,23,200 Equity Shares of face value of Rs. 10/- each for cash at a price of INR 235/- per share (including a premium of INR 225/- per equity share) aggregating INR 2639.52 lacs. The Offer comprising of fresh issue of 8,42,400 Equity Shares aggregating to INR 1979.64 lacs and Offer for Sale of 2,80,800 Equity Shares by the Selling Shareholders aggregating to INR 659.88 lacs. The equity shares of the Company were listed on May 24th, 2024 and trading on equity shares commenced NSE Emerge on May 24, 2024.
Further, the success of the Initial Public offering reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their confidence in the Company.
8. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company.
9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES Act, 2013.
During the reporting period, your Company has not made any loans, guarantees or investments under section 186 of the Companies Act, 2013 and rules thereof.
10. DEPOSITS
Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as
amended from time to time. Further, Form DPT-3 has been filed with the Ministry of Corporate Affairs within the prescribed timeline.
11. SHARE CAPITAL
A. Authorized Capital and Changes thereon, if any:
The Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten) each.
B. Paid up Capital and Changes thereon, if any:
The Paid-up Share Capital of the Company is Rs. 4,25,84,000/- (Rupees Four Crore Twenty - Five Lacs and Eighty - Four Thousand Only) divided into 42,58,400 (Forty - Two Lacs Fifty - Eight Thousand Four Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
During the period under report, the Company had issued Shares by way of following Allotments:
Further, during the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued shares with Differential Voting rights / has not issued any shares under the Employee stock option plan.
Issue of Debentures, Bonds and any other non-convertible securities/warrants:
During the year under review, the Company has not issued any debentures, bonds or any other non-convertible securities nor the Company has issued any warrants.
12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provision of Section 125 does not apply to the Company as the Company has not declared any dividend in any of the earlier financial years.
13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY TRANSACTION
All RPTs entered during the year were in the ordinary course of business and on an arm's length basis and not material in nature in terms of Section 188 of the Act. Thus, disclosure in Form AOC-2 in terms of Section 134 is not required. There were no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel of the Company.
Details of all related party transactions are mentioned in the notes to financial statements forming part of the Annual Report.
14. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference to the Financial Statements. The Board routinely assesses internal control systems, the effectiveness of the internal audit function, and important internal audit discoveries in collaboration with management.
15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review, Company does not have any subsidiary company and none of the companies has become or ceased to be Company's subsidiaries, joint ventures or associate companies.
Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies
During the year under review, none of the companies have become or ceased to be Company's subsidiaries, joint ventures or associate companies, therefore Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is not require to be given.
16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The auditor has not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.
17. SECRETARIAL AUDITOR
For the financial year 2023-24, the company does not come under the categories of companies which require mandatory secretarial audit. Accordingly, no secretarial audit report attached with this Report.
18. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directors of the Company Under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.
19. STATUTORY DISCLOSURES
None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.
20. DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Board Composition and Size:
An enlightened Board sets the tone for a positive leadership culture which is essential for the long-term success of the company. By prioritizing strategic decision-making and fostering a collaborative environment, our Board members play a crucial role in achieving the organization's growth while maintaining sustainable growth. Their vision and guidance empower the management and employees at all levels to contribute effectively ultimately leading to a thriving company.
Our Board brings together a blend of unique skills, qualities, viewpoints, and expert knowledge in key and technical areas concerning the field of business and are from a range
of diverse backgrounds. The Board as part of its succession planning exercise, periodically reviews its composition to ensure that the same is closely aligned with the strategy and long-term needs of the Company.
The Board of Directors of the company has an optimum combination of Executive and Non- Executive Independent Directors with rich professional experience and background. As on March 31, 2024, the Company's Board Consists of 5 Directors as follows:
*Ms. Nishi Jayantilal Jain (DIN 08964338) resign on 03.09.2024.
**Ms. Tejaswi Pushkar Jogal (DIN 07488602) appointed as Additional Director (Independent) Director on 03.09.2024 for a term of 5 years. Her appointment is subject to approval from the Members of the Company through Special Resolution as per the provisions of Regulation 17 of the Listing Regulations in ensuing Annual General Meeting.
Key Managerial Personnel (KMP)
As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the Company as per section 2(51)read with Section 203 of the Act:
During the year under review, Mrs. Kejal Niken Shah was appointed as Company Secretary and The compliance officer of the Company w.e.f 09.09.2023 and Mr. Azad Ashok Jinwal appointed as CFO of the Company w.e.f 12.02.2024.
21. BOARD OF DIRECTORS AND ITS MEETINGS Number of Board Meetings
The Board of Directors met at Regular Intervals to transact business and the gap between the two meetings was less than one hundred and twenty days. During the Financial Year 2023-24, Twelve (12) meetings of the Board of Directors of the Company were held i.e., on the following dates 05.04.2023, 10.04.2023, 17.04.2023, 02.06.2023, 22.06.2023, 07.08.2023, 08.08.2023, 09.09.2023, 15.09.2023, 11.10.2023, 12.02.2024 and 18.03.2024 at 4 p.m.
The time gap between two consecutive Board meetings was less than 120 days and a necessary quorum as per the Act and the Listing Regulations was also present in all the meetings.
22. COMMITTEES OF THE BOARD
1) Audit Committee
In terms of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Audit Committee of the Board of Directors consisting of below mentioned Independent Directors as a practice of good governance:
All the recommendations made by the Audit Committee were accepted by the Board.
*Ms. Nishi Jayantilal Jain (DIN 08964338) resign as Chairperson on 03.09.2024.
** Ms. Tejaswi Pushkar Jogal (DIN 07488602) appointed as Chairperson on 03.09.2024.
2) Nomination & Remuneration Committee
In terms of Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has constituted Nomination & Remuneration Committee of the Board of Directors consisting of below mentioned Independent Directors as a practice of good governance:
**Ms. Tejaswi Pushkar Jogal (DIN 07488602) appointed as Chairperson on 03.09.2024.
3) Stakeholders Relationship Committee
In terms of section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 20 (1) of the SEBI (Listing Obligations and Disclosure Requirement), 2015, the Company has constituted Stakeholders Relationship Committee of the Board of Directors consisting of below mentioned Independent Directors as a practice of good governance:
*Ms. Nishi Jayantilal Jain (DIN 08964338) resigned as Chairperson on 31.08.2024.
**Ms. Tejaswi Pushkar Jogal (DIN 07488602) appointed as Chairperson on 31.08.2024.
23. COMPLIANCE WITH SECRETARIAL STANDARD
During the period from April 01, 2023 to March 31, 2024, the Company has complied with the Secretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.
24. POLICY ON CORPORATE SOCIAL RESPONSIBILITY
As of the financial year ending on March 31, 2024, the Company was not subject to Corporate Social Responsibility (CSR) as per the provisions of section 135 of the Act.
25. DEMATERIALIZATION OF SHARES
All the Shares of your Company are Dematerialized. The ISIN of the Equity Shares of your Company is INE0R7301013.
26. THE DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of the difference between the 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 is not applicable.
27. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND EMPLOYEES
The information required to be disclosed in the Board's Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure - A.
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013, with
respect to the Directors' Responsibility Statement, it is hereby confirmed that:
• in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
• the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit of the Company for that period.
• the Directors had 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;
• the Directors had prepared the annual accounts on a going concern basis; and
• 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.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
1) Conservation of energy:
Your Directors are of the opinion that with respect to the conservation of energy and technology absorption as prescribed under Section 134(3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 are not relevant in view of the nature of business activities of the Company and hence, are not required to be given.
2) Technology absorption:
The company is using latest technology and indigenization, which keeps on absorbing latest technology for the betterment of society at large.
3) Foreign exchange earnings and Outgo:
There is no Foreign Exchange Earning and Outgo during the year.
30. RISK MANAGEMENT POLICY
In line with this requirement, the Company has framed and implemented a risk management policy to identify and assess the regulatory risk areas, and a risk mitigation process. A detailed exercise is being carried out at regular interval to identify, evaluate, manage and monitor all the business risks. The Board periodically review the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.
31. ANNUAL RETURN
In compliance with section 92(3) read with section 134(3) of the Act, the annual returns of the Company as of March 31, 2024 available on the website of the Company at https:// www.relservices.in/.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT A WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013.
The Company is committed to providing a healthy environment to all employees and thus does not tolerate any sexual harassment at the workplace. The Company has in place, a "Policy on Prevention, Prohibition and Redressed of Sexual Harassment." The policy aims to protect employees at the workplace and prevent and redress complaints of sexual harassment and it covers matters connected or incidental thereto. The Company has
complied with the provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company has not received any complaints of sexual harassment.
33. HUMAN RESOURCES / INDUSTRIAL RELATIONS
Your Company believes that Human resources is the principal driver of change. The Company focuses on providing individual development and growth in a professional work culture that enables innovation, ensures high performance and remains empowering. The HR management systems and processes are designed to enhance organizational effectiveness and employee alignment. Your company has put in place a performance appraisal system that covers all employees.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis, as approved by the Board, which includes details on the state of affairs of the Company, forms part of this Annual Report.
35. WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle-blower policy in terms of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015, includes an Ethics comprising senior Executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail or letter. The policy on the vigil mechanism may be accessed on the Company's website at https://www.relservices.in/ .
36. STATUTORY AUDITOR
Members of the Company have approved the appointment of M/s R.K. Jagetiya & Co, Chartered Accountants (Firm Registration No: 146264W), as the statutory auditors of the company for a consecutive term of five years at the Annual General Meeting held on September 30, 2023.
The Auditors have not given any qualification, reservation, adverse remark or Disclaimer in his Auditor Report for the financial year ended 31st March, 2024. The Observations made by the Auditors are self-explanatory and have been dealt with an Independent Auditor's Report and its Annexures forming part of this Annual Report and hence do not require any further clarification.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
During the year there were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.
38. CORPORATE GOVERNANCE
As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:
a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;
b. Listed entity which has listed its specified securities on the SME Exchange.
Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-24.
39. PARTICULAR OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 was not given as none of the employees qualify for such disclosure.
40. ACKNOWLEDGEMENT
Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, clients,
bankers and all other business associates. We look forward to the continued support of all these partners in progress.