Equity Analysis

Directors Report

    Rudra Gas Enterprise Ltd
    Industry :  Construction
    BSE Code
    ISIN Demat
    Book Value()
    544121
    INE0OYK01010
    31.4864476
    NSE Symbol
    P/E(TTM)
    Mar.Cap( Cr.)
    N.A
    14.27
    67.47
    EPS(TTM)
    Face Value()
    Div & Yield %:
    5.67
    10
    0
     

To,

The Members,

RUDRA GAS ENTERPRISE LIMITED,

(formerly known as Rudra Gas Enterprise Pr?vate Limited)

Ahmedabad.

Your Directors have pleasure in presenting herewith the 09th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

(Amount in Lacs except per data)

Particulars Standalone Consolidated
2023-24 2022-23 2023-24 2022-23
TOTAL INCOME
Revenue from Operations (Net) 6376.64 4939.59 6376.64 4939.59
Other Income 28.93 17.44 28.93 17.44
Total revenue 6405.57 4957.03 6405.57 4957.03
TOTAL EXPENSES:
Expenses (Employee Exps) 1181.10 877.02 1181.10 877.02
Other Exps 193.21 151.74 193.21 151.74
Finance Costs 263.28 174.86 263.28 174.86
Total Exps 5777.39 4469.94 5777.39 4469.94
Profit/(Loss) after finance costs but before exceptional Items 628.18 487.09 628.18 487.09
Exceptional Items - - - -
Profit before extraordinary ?tems and tax 628.18 487.09 628.18 487.09
Extraordinary Items - - - -
Profit before Tax 628.18 487.09 628.18 487.09
Tax Expenses 151.99 115.05 151.99 115.05
Prior Period Tax Adjustment 3.37 9.65 3.37 9.65
Profit After Tax 472.82 362.39 472.82 362.39
Share of Profit of Associates - - -6.99 -
Net Profit /Loss for the Period 472.82 362.39 465.83 362.40
Earnings Per share 7.44 5.99 7.33 5.99

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIRS

The Total Revenue comprising of Revenue from its business and operations and Other Income for the financ?al year ended 31st March, 2024 ?s Rs. 6405.57 Lakhs as against Rs.4957.03 Lakhs in the previous financial year and the Company has earned a Net Profit of Rs. 472.82 Lakhs as compared to previous year's net profit of Rs.362.39 Lakhs in the previous financial year; as reflected in ?ts profits and Loss accounts.

The management of the Company is diligently exploring diverse business plans and formulating strategic initiatives aimed at fostering the Company's growth and development.

TRANSFER TO RESERVE

The Company has transferred Rs. 472.82 Lakhs to Profit & Loss Account for the Financial Year ended on 31st March, 2024. Further there was addition of Rs. 1026.48 Lacs to Securities Premium Account on account of issue of shares after net of Bonus issue and Issue Expenses.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year there was no change in business activity of the company.

MATERIAL EVENTS DURING THE YEAR

• The Company has altered the main object of the Memor?ndum of Association in the Extra Ordinary General Meeting dated 20th July, 2023.

• We are pleased to inform you that the Company had made an Initial Public Offer of 22,48.000 Equity Shares at the Offer Price of Rs. 63/- each vide prospectus dated 18th day of December, 2023 on the SME platform of the Bombay Stock Exchange of India Limited i.e. BSE SME Platform. Your Company is now listed with ISIN INE0OYK01010 and Scrip Code 544121 at BSE Limited and shares are now traded on the Bombay Stock Exchange.

The Net Proceeds from the IPO is Rs.1416.24/- (In lakhs). The details of Utilization as on 31/03/2024 are as under:

Particulars Planned as per Prospectus Received proceeds Planned Utilization upto 31/03/2024 Planned as per Prospectus
Working Capital Requirement 950.00 950.00 323.60 626.40
General Corporate Purpose 324.68 324.68 300.00 24.68
Public Issue Related Expense 141.56 141.56 135.87 5.69

• Conversi?n of Company from Pr?vate Limited to Public Limited, Company has adopted the new set of Articles of Association in the Extra Ordinary General Meeting dated 25th August, 2023 removing the restriction of Pr?vate Limited companies from the articles of the company and adapting the articles appropriate to the Listed Company.

• Consequently the above conversi?n, the ?ame of Company was changed from "Rudra Gas Enterprise Pr?vate Limited" to "Rudra Gas Enterprise Limited", vide fresh certif?cate of incorporation dated September 4,2023.

CHANGES IN SHARE CAPITAL OF THE COMPANY

• ALTERED THE CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION AND INCREASE THE AUTHORISED SHARE CAPITAL

The Company has altered the Capital Clause of Memor?ndum of Association in the Extra Ordinary General Meeting dated 05th June, 2023, the authorized share capital increased from Rs. 50,00,000/- to Rs. 10,00,00,000/-.

• RIGHT ISSUE AND BONUS ISSUE

Company in the Board Meeting dated 06th July, 2023, has issued and allotted 40,000 Equity shares at issue price of Rs. 258/- (Rupees Two Hundred Fifty Eight only) per equity shares, ?ncluding face valu? of Rs. 10/- (Rupees Ten Only) each at a premium of Rs. 248/- (Rupees Two Hundred and Forty Eight Only) per equity shares on Right Basis to its existing shareholders in the?r proportion.

Further, in the Extra Ordinary General Meeting of members dated lOth July, 2023, Shareholders approved the bonus issue for 58,00,000 Equity shares of face valu? of Rs. 10/- (Rupees Ten Only) each per equity shares as a bonus Shares in the proportion of 20 (Twenty) bonus equity shares of Rs.10/- (Rupees Ten) each for every 1 (One) fully paid up equity shares of Rs. 10/- (Rupees Ten) each held by existing shareholders and in the Board Meeting dated 11th July, 2023 allotted 58,00,000 Equity shares as Bonus Shares.

• IPO ALLOTMENT

The Company had made an Initial Public Offer of 22,48,000 Equity Shares at the Offer Price of Rs. 63/- each vide prospectus dated 18th day of December, 2023 on the SME platform of the Bombay Stock Exchange of India Limited i.e. BSE SME Platform and allotted 22,48,000 Equity Shares of face valu? Rs. 10/- at a Cash Price of Rs. 63/- per Equity share (including a Share premium of Rs. 53/- per Equity Share) in the Board meeting dated 13th February, 2024.

The Paid up capital of the Company after the IPO and as on date is Rs. 8,33,80,000/- divided into 83,38,000 Equity shares of Rs. 10/- each.

MATERIAL CHANGES AND COMMITMENT AFTER CLOSURE OF FINANCIAL YEAR

There are no material changes and commitments, affecting the financia! position of the Company, have occurred between the ends of financial year of the Company i.e. March 31,2024 to the date of this Report.

DIVIDEND

To fortify the financial standing of the Company and bolster working capital reserves, the Board of Directors does not recommend declaring any dividends for the Financial year 2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds remaining unpaid or unclaimed for a period of seven years. Consequently, no funds and no shares are required to be trensfer to the Investor Education and Protection Fund(IEPF).

ANNUAL RETURN

Annual Return of the Company as required underSection 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administraron) Rules, 2014, in the prescribed Form MGT-7, is placed on the website of the company www.rudragasenterprise.com and webllnk for the same is htpp://www.rudragasenterprise.com/investors/

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34 of 5EBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) read vvith Para B of the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors' Report.

ACCEPTANCE OF DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Company has borrow unsecured loan from the Directors, Relatives of Directors or Promoters of the company which are exempted deposits and details of the same are given under the Note No. 9 and Sub-notes (ii) under Point 35 Related Party Disclosure as required by AS-18 under the financial Statement.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANY

The Company has entered into a Joint Venture Agreement Dated 14th December, 2023 with Greenstat Hydrogen India Pr?vate Limited in a ?ame "Rudra Gas Greenstat Hydrogen Pr?vate Limited" having CIN - U35105GJ2023PTC142841 for Providing Business of Generating, Storing, Transmitting, Distributing, Trading, and Supply?ng Energy Using Non-Conventional and Renewable Sources.

The performance of Associate or Joint Venture entity is as follows:

Particulars Year Ended on 31/03/2024 Year Ended on 31/03/2023
TOTAL INCOME
Revenue from Operations (Net) 95,62,500 Not applicable
Other Income 0 Not applicable
Total revenue 95,62,500 Not applicable
Total Expenses 1,09,60,969 Not applicable
Profit/(Loss) after finance costs but before exceptional Items (13,98,469) Not applicable
Profit before Tax (13,98,469) Not applicable
Tax Expenses (Differed Tax) 0 Not applicable
Profit After Tax (13,98,469) Not applicable

Further, a report in the prescribed Form AOC- 1 as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rules made there under is attached herewith as Annexure B to the report.

Further Company does not have any subsidiary Company.

CONSOLIDATED FINANCIAL STATEMENTS

Since the Company has the associate company i.e. Rudra Gas Greenstat Hydrogen Pr?vate Limited, Consolidated Financial Statements prepared, pursu3nt to the requirements of Section 129, read with Schedule III of the Companies Act, 2013 and Rules made there under, Listing Regulations and applicable Accounting Standards, are placed in the Annual Report along with the Auditors Report thereon. They are also forming part of the financial statements.

CORPORATE GOVERNANCE

As per the provisi?n of Regulation 15(2) of the Listing Regulations Compliance with Corporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entities having paid-up equit^ share capital not exceeding 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

Henceforth, Company being falling under the specified limits of above regulation, requirement of giving Corporate Governance report in Annual Report as per the Para C of the Schedule V is exempted to the company and henee not required to provide the same.

Further information pertaining to PARA A "Related party Disclosure" forms part of the Note 35 of the Notes forming part of the financial statements AND PARA B "Management D?scussion And Analysis Report" are given under Annexure-A of the report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on Arm's Length basis and were in the Ordinary Course of business. There were no materiality significant related party transactions made by the Company with Promoters, Directors, Key Managerial Fersonnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at www.rudragasenterprise.com.

DISCLOSURE OF ACCOUNTING TREATMENT

Where in the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has been followed, the fact shall be disclosed in the financial statements, together with the management's explanaron as to why it believes such alternative treatment is more representative of the true and fa?r view of the underlying business transaction.

DIRECTORS RESPONSIBILITY REPORT

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement interms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the financial year ended on 31st March, 2024 on a going concern basis;

e) The Directors had laid down ?nternal financial Controls to be followed by the company and that such internal financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(3) (m) of the Companies Act, 2013 and Rules made there under, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - C attached herewith and forming part of the Directors' Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided by the Company are given under notes to the accounts of financial statements.

Further, Company in the EGM dated 08th September, 2023 has passed the special resolution for granting the limit of investments, loans, advances, corporate guarantee under section 186 of the Companies Act, 2013 and to authorized to board to invest, to provide loans and advances, to provide corporate guarantee aggregating up to the limit of Rs. 500,00,00,000/- (Rupees Five Hundred Crore only).

STATUTORY AUDITORS

Section 139 (2) of the Companies Act, 2013 (effective 1st April, 2014), rnandates that a listed company or such other prescribed class of companies shall not appoint or re-appoint an audit firm as Statutory Auditors for more than two terms of five consecutive years each. Company has appointed M/s. Desai & Desai, Chartered Accountants as Statutory Auditors of the company for 4 (four) years upto the Financial Year 2026-27.

The Statutory Auditor report for both Standalone financial Statement and Consolidated Financial Statement of the company does not contains any adverse remarks, qualification wh?ch requires the Board explanation or justification.

Further Auditors has not reported any fraud in the company during the year under review.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Section 204 of the Companies Act, 2013 and Rules made there under ?nter alia requires every listed company to annex with its Board Report a Secretaria! Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed Premal Shah & Company, a firm of Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure -D to this Report.

Further the Secretarial Audit report of the company does not contain any major adverse remarles, qualification which requires the Board explanation or justification.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1 )(a) of Companies(Accounts) Rules, 2014, the Board of Directors of the Company has appointed Ms. Shrustiben Chandulal Mulani Chartered Accountant as the interna! Auditor, for the Financial Year 2023-24 to conduct internal audit for the Company. No Qualification or adverse remarks was reported to the Audit Committee by the Internal Auditor during the period under review.

MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to rnaintain cost records.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review following changes in the Board were done. Mr. Kush Sureshbhai Patel (DIN: 07257552) appointed as the Managing Director of the Company for a period of 3 (three years) from September 04, 2023 upto Septernber 03, 2026.

Change in Designation of Mrs. Manjulaben Sureshbhai Patel (DIN: 07257553) pursuant to the approval of Board of Directors intheirmeeting held July 14. 2023, from Executive Directorio Non-Executive Directorvvith effect from July 14, 2023.

Mr. Paresh Laxminarayan Sharma (DIN: 08637219) was appointed as an Additional Independent Director of the Company with effect from September 4, 2023. Thereafter, pursuant to the approval of members in the Extra-Ordinary General Meeting held on September 8, 2023, he was appointed as an Independent Director of the Company for a period of 5 years with effect from September 4,2023 and is not Hable to retire by rotation.

Mrs. Jayshri Yogesh Raval (DIN: 10168710) was appointed as an Additional Independent Director of the Company with effect from September 4, 2023. Thereafter, pursuant to the approval of members in the Extra- Ordinary General Meeting held on September 8, 2023, She was appointed as an Independent Director of the Company for a period of 5 years with effect from September 4,2023 and is not Hable to retire by rotation.

Mr. Gauravkumar Pushkarrai Jani was appointed as Company Secretary and Compliance Officer with effect from Aprll 01, 2023.

Ms. Shrustiben Chandulal Mulani was appointed as Chief Financial Officer with effect from July 14,2023.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164(2) in form DIR-8 of the Companies Act, 2013. The Directors further have submitted the Notice of Interest under section 184(1) of the Companies Act, 2013 in Form MBP-1 and declaration as to compliance with Code of Conduct of the Company.

The Company has received dedarations from all the Independent Directors of the Company in terms of Section 149(7) of the Act, confirming that they meet the criteria of ?ndependence as prescribed under Section 149(6) of the Act and Regulation 25 of SEBI Listing Regulations, 2015.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee rev?ewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

• In a sep?rate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors and assessed the quality, quantlty and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DISCLOSURE OF REMUNERATION AS PER RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the ?ames and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested In obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure -JL, which forms part of this Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board, on the recommendation of the Nomination & Remuneration Committee, had formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key Managerial Personnel and S?nior Management.

The Policy on appointment and remuneration of Directors, KMP and other employees and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the web-site of the Company viz. www.rudragasenterprise.com and is annexed as Annexure-F.

BOARD MEETINGS, COMMITTEE MEETINGS, AGM AND INFORMATION RELATING TO COMMITTEES

The Board of Directors of the Company met 35 (Thirty Five) times during the year in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Further Board also herewith declares the compliance of Applicable Secretaria! Standards in respect of SS-1 for Board Meeting, Committee Meetings and SS-2 in respect of General Meeting issued by the Institute of Company Secretarles of India and approved by the Central Government.

Details of the Board Meeting and present of Directors therein are as follows:

(Y=Present, N = Absent, NA= Not Associated with company as on that date.)

?ame of Director- details of Attendance of Directors in board meetings
Date of Board meeting Kush Patel Kashyap Patel Manjulaben Patel Paresh Sharma Jayshri Raval
01/04/2023 Yes Yes Yes NA NA
15/04/2023 Yes Yes Yes NA NA
13/05/2023 Yes Yes Yes NA NA
19/05/2023 Yes Yes Yes NA NA
12/06/2023 Yes Yes Yes NA NA
15/06/2023 Yes Yes Yes NA NA
17/06/2023 Yes Yes Yes NA NA
20/06/2023 Yes Yes Yes NA NA
21/06/2023 Yes Yes Yes NA NA
29/06/2023 Yes Yes Yes NA NA
06/07/2023 Yes Yes Yes NA NA
11/07/2023 Yes Yes Yes NA NA
12/07/2023 Yes Yes Yes NA NA
14/07/2023 Yes Yes Yes NA NA
17/07/2023 Yes Yes Yes NA NA
26/07/2023 Yes Yes Yes NA NA
07/08/2023 Yes Yes Yes NA NA
28/08/2023 Yes Yes Yes NA NA
04/09/2023 Yes Yes Yes Yes Yes
20/09/2023 Yes Yes Yes Yes Yes
26/09/2023 Yes Yes Yes Yes Yes
27/09/2023 Yes Yes Yes Yes Yes
29/09/2023 Yes Yes Yes Yes Yes
03/10/2023 Yes Yes Yes Yes Yes
21/11/2023 Yes Yes Yes Yes Yes
25/11/2023 Yes Yes Yes Yes Yes
04/12/2023 Yes Yes Yes Yes Yes
08/12/2023 Yes Yes Yes Yes Yes
15/12/2023 Yes Yes Yes Yes Yes
23/12/2023 Yes Yes Yes Yes Yes
10/01/2024 Yes Yes Yes Yes Yes
17/01/2024 Yes Yes Yes Yes Yes
30/01/2024 Yes Yes Yes Yes Yes
13/02/2024 Yes Yes Yes Yes Yes
13/03/2024 Yes Yes Yes Yes Yes
Total 35 35 35 17 17

GENERAL MEETING

The Annual General meeting of the company was held on 13th July, 2023. Meeting of the Independent Directors of the company was held on 14th February, 2024. During the financial year 2023-24, 6 (Six) Extra Ordinary General Meetings of the Company were held on 05th June, 2023, 10th July, 2023, 20th July, 2023, 25th August, 2023, 08th September, 2023 and 15th December, 2023.

AUDIT COMMITTEE

The Company has formed audit committee in line vvith the provisions Section 177 of the Companies Act, 2013 on 04/09/2023.

During the Year under review 4 (Four) meeting of the audit committee was held on 27/09/2023,15/12/2023, 30/01/2024, 13/02/2024 complying the requirements under the Companies Act, 2013 and Secretarial Standard. The constitution of committee and date of meeting and presence of Directors there at is as follows:

?ame of the Member & Posit?on Category No. of Meetings Held No. of Meetings Attended
Paresh Sharma Ch3irman Independent Director 4 4
Jayshri Raval Member Independent Director 4 4
Kush Patel Member Non-Executive Director 4 4

NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination & Remuneraron committee in line with the provisions Section 178 of the Companies Act, 2013 on 04/09/2023.

During the Year under the 1 (One) meeting of the Nomination and Remuneraron Committee was held on 04/09/2023 complying the requirements under the Companies Act, 2013 and Secretarial Standard. The constitution of nomination and remuneraron committee and date of meeting and presence of Directors there at isas follows:

?ame of the Member & Position Category No. of Meetings Held No. of Meetings Attended
Paresh Sharma Chairman Independent Director 1 1
Jayshri Raval Member Independent Director 1 1
Manjulaben Patel Member Non-Executive Director 1 1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed Stakeholders Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013 on 04/09/2023.

During the Year under the 1 (One) meeting of the Nomination and Remuneration Committee was held on 13/02/2024 complying the requirements under the Companies Act, 2013 and Secretarial Standard. The constitution of committee and date of meeting and presence of Directors there at is as follows:

?ame of the Member & Position Category No. of Meetings Held No. of Meetings Attended
Paresh Sharma Chairman Independent Director 1 1
Jayshri Raval Member Independent Director 1 1
Kush Patel Member Managing Director 1 1

RISK MANAGEMENT

Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk Controls and mitigation in place.

S?nior management periodically reviews this risk management framework to keep updated and address emerging challenges. Major risks identified for the Company by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory changes, Manufacturing & Supply, Litigation, Technological Changes. The management is however, of the view that none of the above risks may threaten the existence of the Company.

Risk mitigation mechanism is put in place to ensure that there is nil or m?nimum impact on the Company in case any ofthese risks materializa.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, certain amounts of investors which are unclaimed or unpaid for certain years are required to be transferred to the Investor Education and Protection Fund ("IEPF"). Further Company is also required to transfer those shares to the Demat account of the Investor Education and Protection Fund ('‘IEPF*') in respect of which dividend is unpaid or unclaimed for seven consecutive years.

So it is informed to stakeholders that company has no such amount or shares which are required to be transferred tolEPF.

CORPORATE SOCIAL RESPONSIBILITY

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made there under, provisions of Corporate Social responsibility is not applicable to the company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate ?nternal financial Controls commensurate with operations of the company. The Management regularly monitors the safeguarding of the assets, prevention and detection of frauds and errors and the accuracy and completeness of the accounting records.

The Internal Auditor along with Statutory Auditor reviews the effectiveness and efficiency of these procedures

During the year, such Controls were tested and no reportable material weakness in the operations was observed.

The Statutory Audit Report, Internal Auditor Reporting to Audit Committee, Audit Commlttee Check, and Secretarial Audit Report for the financial year 2023-24 does not contain any major qualification, reservation or adverse remark.

LISTING AGREEMENT WITH STOCK EXCHANGE / LISTING FEES

Pursuant to the provisions of Listing Regulations, the Company declares that the Equity Shares of the Company are listed on the BSE Limited (BSE). The Company has entered into new Listing Agreement with BSE Ltd. in terms of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 w?thin the prescribed time limit.

The Company confirms that it has paid Annual Listing Fees to BSE upto the Financial Year 2023-24.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who 3vails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The f unctioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower

Policy of the Company is available on the website of the Company at vmw.rudragasenterprise.com

SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy and Committee on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. Further no complaint as to sexual harassment is received during the year.

Your director's further State that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

GENERAL DISCLOSURES

During the year under review, there was no change ir. the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period under review and till the date of this report.

During the year under review, there was no sign?ficant and/or material order passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.

The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares.

The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

In the preparation of Financial Statement, no treatment different from that of prescribed accounting standard has been followed.

YOUR DIRECTORS FURTHER STATE THAT NO DISCLOSURE OR REPORTING IS REQUIRED IN RESPECT OF THE FOLLOWING ITEMS AS THERE WERE NO TRANSACTIONS ON THESE ITEMS DURING THE YEAR UNDER REVIEW

I) Issue of shares {including sweat equity shares) to employees of the Company under any scheme save and ESOS;

ii) Report and other compliances on Corporate Social Responsibility;

iii) Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

iv) Instance of one-time settlement with any bank or financial institution;

ACKNOWLEDGEMENT

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere Services of the employees of the Company atalllevels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

By Order of the Board
For, RUDRA GAS ENTERPRISE LIMITED
KUSH SURESHBHAI PATEL KASHYAP SURESHBHAI PATEL
MANAGING DIRECTOR DIRECTOR
DIN: 07257552 DIN: 07257549
Date: 05th September, 2024
Place: Ahmedabad