Your directors take pleasure in presenting the 36th Directors Report together with AuditedFinancial Statements and the Auditor's Report for the Financial Year March 31, 2025. The Boardextends a warm welcome to all our public shareholders and looks forward to your ongoing trustand support.
As of the date of this Report, the Company is actively engaged in executing the terms of theapproved Resolution Plan and is fully committed to ensuring timely and effective compliance withall stipulated obligations. This includes operational realignment, financial restructuring andrestoring stakeholder confidence.
The Board would like to express its sincere appreciation to all stakeholders, including the publicshareholders, lenders, regulatory authorities, employees, and business partners, for their supportand patience during the resolution process. The Company is optimistic about the path ahead andis committed to rebuilding a financially sustainable and operationally sound organization.
We extend a warm welcome to our shareholders and assure you of our resolve to steer theCompany toward long-term stability, compliance, and growth. Your trust and continued supportare critical as we work through this phase of recovery and transformation.
Your Company has prepared the Financial Statements for the financial year ended March 31, 2025under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014and has recast the Financial Statements relating to the previous financial year ended March 31,2025 in order to make them comparable.
Particulars
Year ended
31-3-2025
31-3-2024
Revenue from Operations
-
Other income
0.98
Total income
Purchase of Stock in trade
Changes in Stock
Employees benefits expenses
5.70
Finance Cost
0.01
Deprecation
Other expenditure
30.03
36.64
Total Expense
Profit / (loss) before exceptional items & provision for tax
-30.03
(35.66)
Less: Exceptional items
972.64
Profit / floss) Before Tax
(30.03)
(1008.31)
Less: Tax Expenses
Net Profit / (loss) after Tax for the year
Balance carried forward to Balance Sheet
Earnings per Share
(0.33)
(11.20)
There has been no change in the business of the Company during the financial year ended March31, 2025.
The Company has transferred loss of Rs. 30.03 lakhs to the Reserves and Surplus account
In view of the accumulated losses and restructuring through capital restructuring and theconstitution of Board of Directors pursuant to approved Resolution Plan, the Company is still inprocess of establishing the proper channels for re-commencement of operations of the Business.Considering the same, the newly constituted Board of Directors does not recommend anydividend during the year under review.
The Company is confident that the ongoing capacity will enable it to cater to the growing marketdemand, enhance its market share, and create sustained value for its stakeholders.
However, Company has adopted the Dividend Distribution Policy of the Company pursuant toRegulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,as amended from time to time, (“Listing Regulations”), which is available on the Company'swebsite www.rushabhbearings.com.
During the year under review, there has been no change in the Nature of the Business carried onby the company.
During the Financial Year and between the end of Financial Year 2024-25 and Date of Report thefollowing key changes have taken place:
• As part of the implementation of the approved Resolution Plan under the CorporateInsolvency Resolution Process (CIRP), the Company ratified, cancelled, and extinguishedits entire existing share capital comprising 90,00,100 equity shares of ^10/- each, whichwere held by the erstwhile shareholders. Subsequently, on July 3, 2024, the Companyapproved the allotment of 90,00,000 fresh ordinary equity shares of ^10/- each, in theratio and manner prescribed under the Resolution Plan. Of this fresh issue, 95% is heldby the Resolution Applicant, Real Mazon India Limited, with the balance allotted to theexisting and identified public shareholders on a proportionate basis, in accordance withthe terms of the Plan. The corporate action related to the cancellation and re-issuance ofshares is currently underway. The Company has already initiated the process to obtain anew ISIN from both NSDL and CDSL and has duly intimated the stock exchanges regardingthe same.
The Company remains actively engaged with all relevant stakeholders and authorities toensure timely completion of this process and full compliance with all statutory andregulatory requirements.
During the period under review, no significant and material order has been passed by theregulators, courts, tribunals impacting the going concern status and Company's operations infuture.
During the year under review, there was no change in the Registered office of the company andthe Company continues to hold its registered office at Vijay industrial gala No 214, 2nd floor,Chincholi Bunder, Link Road, Malad, Mumbai, Malad West, Maharashtra, India, 400064.
The Company has not revised its financial statement or the Report in respect of any of the threepreceding financial years either voluntarily or pursuant to the order of a judicial authority.
During the Financial Year 2024-25, the Company did not record any revenue or other income. Thetotal expenditure incurred for the period ended 31st March, 2025 amounted to ^30.03 lakhs.Consequently, the Company reported a loss of ^30.03 lakhs for the year under review.
Despite the current challenges, the Board of Directors remains optimistic about the long-termprospects of the Company. The Company in accordance with resolution plan, is still in process ofestablishing the proper channels for re-commencement of operations of the Business
The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Croreonly) divided into 1,50,00,000 Equity Shares (One Crore and Fifty Lakhs Only) of Rs. 10/- (RupeesTen only) each.
The existing Paid-Up Equity Capital of the Company stands reduced pursuant to approvedresolution plan and further by the approval of reconstituted Board of Directors in its meeting heldon 03rd July, 2024 from 9,00,01,000 divided into 90,00,100 Equity Shares of Rs. 10 each fully paidup to 9,00,00,000 divided into 90,00,000 Equity Shares of Rs. 10 each fully paid.
The Company has not issued any Equity Shares with Differential Rights during the year underreview.
The Company has not provided any Stock Option Scheme to the employees.
The Company has not issued any Sweat Equity Shares during the year under review.
The Company has not bought back any of its securities during the year under review.
No Bonus Shares were issued during the year under review.
During the period under review, no amount was transferred to IEPF under the provisions ofSection 125 of Companies Act, 2013.
The composition of the Board of Directors is currently not in full compliance with therequirements prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, particularly in relation to the appointment ofIndependent Directors, and the requisite balance between Executive and Non-ExecutiveDirectors.
The Company acknowledges this non-compliance and wishes to inform the members that stepsare actively being taken to reconstitute the Board in accordance with the applicable regulatoryframework. The process for appointing the requisite number of Independent Directors andensuring appropriate Board composition is currently underway. The Company remainscommitted to achieving full compliance at the earliest possible time.
During the year under review, the following appointments were made to strengthen theleadership team:
of the Company with effect from 07th February, 2024 pursuant to approved resolutionplan.
• Mr. Praveen Chandola (DIN: 05123912) appointed as Chief Financial Officer andDirector of the Company with effect from 07th February, 2024 pursuant to approvedresolution plan.
• Ms. Sanjana Manak Bohara was appointed as the Company Secretary and Complianceofficer of the Company with effect from 10th March, 2025.
The composition of the Board of Directors and Key Managerial Personnel as at the end of thefinancial year is as follows:
DIN
Name of Director/ KeyManagerial Personnel
Designation
10471825
Mr. Raj Kumar Sethi
Director
05123912
Mr. Praveen Chandola
Director & CFO
10432026
Mr. Biswajeet Mukherjee
Managing Director
Ms. Sanjana Manak Bohara
Company Secretary
None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act,2013(“the Act”).
Mr. Praveen Chandola (DIN: 05123912), Director, liable to retire by rotation, and being eligible,have offered himself for re-appointment at the AGM. The Notice convening the AGM forming partof this Annual Report, includes the proposal for re- appointment and the requisite disclosuresunder Section 102 of the Act, Regulation 36(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard-2 onGeneral Meetings issued by the Institute of Company Secretaries of India.
As of the date of this report, the Board does not include any Independent Directors, which is notin compliance with the requirements of the Companies Act, 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.
The Company acknowledges this deviation and is actively taking steps to reconstitute the Boardin line with the prescribed regulatory framework. The appointment process for the requisitenumber of Independent Directors is currently in progress, and the Company remains committedto achieving full compliance at the earliest.
The Company has a defined policy on the Familiarization Programme for Directors, aimed atensuring continuous awareness and engagement. The Board is regularly apprised of anyamendments, regulatory changes, or emerging market trends, irrespective of the sectoralrelevance. In addition, all strategic and operational communications relevant to the Company areappropriately shared with the Independent Directors. The Company also maintains updateddisclosures on its website regarding the Familiarization Programmes conducted for its directors,in line with applicable regulatory requirements.
The Familiarisation Programme for Independent Directors is uploaded on the website of theCompany www.rushabhbearings.com.
The Company has adopted Code of Conduct for the Directors and Senior Management of theCompany to provide clear guidance on principles such as integrity, transparency, business ethicsand to set up standards for compliance of Corporate Governance
A copy of same is available at the website of the Company at www.rushabhbearings.com.
Further, Company has adopted a Code of Conduct for Prohibition of Insider Trading to regulate,monitor and report trading by insiders for prevention misuse of Unpublished Price SensitiveInformation. A copy of same is available at the website of the Company atwww.rushabhbearings.com.
The Company has in place the system to trace the movement of Unpublished Price SensitiveInformation and regular awareness is created for the Directors, Promoters, Key ManagerialPersonnel and designated employees/ persons.
During the financial year ended 31st March, 2025, a total of eight Board Meetings were held. Themaximum interval between any two consecutive meetings did not exceed 120 days, in compliancewith the statutory requirements.
The composition of the Board and the attendance of its members at these meetings are detailedbelow:
Sr. No.
Date of Board Meetings
Number of Directorsto whom notice ofthe board meetingwas given
Number of Directorsattended theMeeting
1.
03-07-2024
3
2.
12-07-2024
3.
02-09-2024
4.
29-11-2024
5.
04-12-2024
6.
27-12-2024
7.
13-02-2025
8.
10-03-2025
In terms of the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, a separate meeting of IndependentDirectors is required to be held inter alia to review the performance of Non-IndependentDirectors and the Board as a whole, to review the performance of the Chairperson of theCompany, and to assess the quality, quantity and timeliness of flow of information between themanagement and the Board.
However, during the year under review, the Company did not have any Independent Directors onits Board. Accordingly, no separate meeting of Independent Directors was held during the year.
In compliance with applicable statutory requirements, the Board has constituted variouscommittees to ensure focused oversight and effective governance. The terms of reference of these
committees, outlining their scope, powers, duties, functions, and responsibilities, are approved bythe Board and are periodically reviewed to align with the Company's evolving business needs andregulatory framework.
Based on the recommendations, suggestions, and observations made by these Committees, theBoard of Directors takes informed decisions on the matters under their consideration.
As on March 31, 2025, the Company had two Board-level Committees:
A. Audit Committee;
B. Nomination and Remuneration Committee;a. Audit Committee:
The Board of Directors of our Company has, in pursuance to the provisions of Section 177 of theCompanies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. Theconstitution of the Audit Committee is as follows:
Name of the Director
Nature of Directorship
Chairman
Member
Our Company Secretary and Compliance officer shall act as the Secretary of the Committee.
The Company had conducted 6 (Six) Meetings of Audit Committee during the year under reviewon 03/07/2024, 02/09/2024, 29/11/2024, 04/12/2024, 27/12/2024 and 13/02/2025.
The attendance of the Directors in the Audit Committee Meetings is as follows:
Name of Directors
Number ofMeetingsentitled toAttend
Number ofMeeting Attended
6
10149440
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of theCompanies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. Theconstitution of the Nomination and Remuneration Committee is as follows:
The Company had conducted 3 (Three) Meetings of Nomination and Remuneration Committeeduring the year under review on 12/07/2024, 04/12/2024 and 10/03/2025.
The attendance of the Directors in the Nomination and Remuneration Committee Meetings is asfollows:
During the year, the Board accepted all the recommendations provided by the Committees.
However, while the Committees have been duly constituted, the composition and terms ofreference of these Committees are not fully in compliance with the requirements prescribedunder the Companies Act, 2013 and the SEBI Listing Regulations. The Company is actively in theprocess of reviewing and reconstituting these Committees to ensure full compliance with theapplicable statutory provisions.
The provisions of Section 178(1) relating to constitution of Nomination and RemunerationCommittee are applicable to the Company and hence the Company has devised policy relating toappointment of Directors, payment of Managerial remuneration, Directors' qualifications,positive attributes, independence of Directors and other related matters as provided underSection 178(3) of the Companies Act, 2013.
There are no employee(s) in the Company who are in receipt of remuneration exceeding the limitsspecified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014.
As on 31st March, 2025, Company doesn't have any Subsidiary & Joint Venture and AssociateCompanies.
Apart from being on the Board and approving strategic and operational decisions, your Directorshave certain responsibilities as well towards you, our fellow Members and hence pursuant to therequirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directorsconfirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The Directors have laid down internal financial controls and that such internal financialcontrols are adequate and operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
During the year under review, the Company has transitioned out of the CIRP and is now operatingunder the new management as per the approved Resolution Plan. The Company is activelyworking towards stabilizing operations, strengthening governance, and rebuilding stakeholderconfidence. The Board remains optimistic about the future prospects of the Company and iscommitted to reviving its business in a phased and sustainable manner.
Further, the Company is in the process of implementing adequate internal financial controls overfinancial reporting to ensure compliance with applicable statutory requirements and to enhanceoperational transparency and efficiency.
Section 134 of the Act enjoins upon the Board a responsibility to make out its report to theshareholders and attach the said report to financial statements laid before the shareholders at theannual general meeting, in pursuance of Section 129 of the Act.
The provisions of Section 134, which enumerates the disclosures required to be made in theBoard's Report, are applicable to the Directors' Report for the financial year commencing on orafter 1stApril, 2014.
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time totime, the Auditors have not reported any incident of frauds committed in the Company by itsOfficers or Employees to the Company during the year under review.
During the year under review, the Company has not provided any loan, guarantee or madeinvestment under provisions of Section 186 of the Act.
The Company has not invited/accepted any deposit except exempted deposit as prescribed underthe provisions of the Companies Act, 2013 and the rules framed there under, as amended from
time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.
During the financial year under review, the Company did not obtain any credit rating from anycredit rating agency. Accordingly, the requirement for disclosure under this clause is notapplicable.
The Management has represented to the Reconstituted Board, and the same has been taken onrecord, that during the financial year under review, there were no materially significant relatedparty transactions entered into by the Company with its related parties which could have apotential conflict with the interest of the Company at large or which required approval of theshareholders.
As per the provisions of Section 188 of the Companies Act, 2013, read with Rule 8(2) of theCompanies (Accounts) Rules, 2014, disclosure in Form AOC-2 is required only for transactionswhich are not at arm's length basis or for material related party transactions entered into at arm'slength. Accordingly, disclosure in Form AOC-2 is not applicable for the year under review.
All related party transactions were placed before the Audit Committee for review and approval.Prior omnibus approval of the Audit Committee was obtained for transactions which arerepetitive in nature or are unforeseen.
The details of related party transactions, as required under the applicable Accounting Standards,are provided in Note No. 19 of the Audited Financial Statements forming part of this AnnualReport.
During the financial year under review, the provisions of Section 135 of the Companies Act, 2013relating to Corporate Social Responsibility (CSR) were not applicable to the Company.Accordingly, the Company was not required to constitute a CSR Committee or adopt a CSR Policy,and no disclosure under this clause is applicable for the year under review.
The Company is currently not operational and is not engaged in any manufacturingactivities during the financial year under review. Accordingly, the provisions relating todisclosure of particulars with respect to Conservation of Energy and TechnologyAbsorption, as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, arenot applicable. Hence, there is no information to report under this section for the year.
There was no foreign exchange earnings and outgo during the year under the review.
The Company has in place a robust risk management framework to identify, evaluate, and mitigatevarious risks across its operations. The framework is designed to safeguard the Company's assets,ensure regulatory compliance, and support the achievement of strategic objectives. Key risks areperiodically reviewed by the management, and appropriate mitigation strategies areimplemented to address emerging risks. These include, but are not limited to, risks related tomarket volatility, raw material price fluctuations, regulatory changes, operational disruptions,environmental and sustainability factors, information security threats, and financial liquidity.Considering the ongoing expansion and diversification initiatives, the Company continues tostrengthen its risk management practices by:
• Enhancing internal controls and operational oversight mechanisms
• Improving supply chain resilience and customer credit monitoring
• Embedding sustainability and ESG-related risks into strategic decision-making
• Leveraging technology for real-time risk assessment and mitigation
• Monitoring geopolitical developments that may affect supply chains, export-importregulations, energy pricing, and investor sentiment.
The Board of Directors affirms that the Company's risk management system is adequate andcommensurate with the size and complexity of its operations and provides reasonable assurancethat risks are being effectively monitored and managed.
The Company has constituted Vigil Mechanism to report genuine concerns or grievances and toprovide adequate safeguards against victimization of persons who may use such mechanism andthe oversight of the same is with the Audit Committee of the Company. The Company is committedto adhering to the highest standards of ethical, moral, and legal conduct of business operations.The Company has adopted Vigil Mechanism policy, which provides that any Directors, Employees,Stakeholders who observe any unethical behaviour, actual or suspected, fraud or violation mayreport the same to Chairman of the Audit Committee.
During the financial year under review, there were no instances of fraud reported to the AuditCommittee or the Board.
The Board of Directors firmly believes that a robust and transparent policy framework is essentialfor sound corporate governance and effective organizational functioning. The Company hasimplemented a comprehensive set of policies that serve as the foundation for ethical conduct,regulatory compliance, risk management, and strategic decision-making. Key policies include:
1. Related Party Transaction Policy- Establishes safeguards and transparency intransactions involving related parties.
2. Materiality Policies- Ensures timely and accurate disclosure in compliance with SEBIListing Regulations.
3. Code of conduct of Board of Directors and Senior Management Personnel- Clarifiesthe roles, responsibilities, and obligations of individuals in key leadership positions.
4. Vigil Mechanism Policy / Whistle Blower Policy- Provides a secure and confidentialchannel for employees and stakeholders to report concerns or unethical practices.
5. Nomination and Remuneration Policy (with criteria of making payments to Non¬executive Directors)- Ensures that appointments and compensation structures aremerit-based, fair, and aligned with long-term organizational goals.
6. Policy on material subsidiaries- Governs the monitoring and oversight of materialsubsidiaries to ensure aligned governance.
7. Insider Trading Policies- Regulates trading in securities and ensures compliance withSEBI (Prohibition of Insider Trading) Regulations, 2015.
8. Dividend Distribution Policy- Ensures a balanced approach to rewarding shareholderswhile retaining resources for growth.
9. Archival Policy- Defines guidelines for the preservation and retrieval of documents anddisclosures.
M/s. Rajesh Laxmi & Associates, Chartered Accountants (Firm Registration No. 012203N), wereappointed as the Statutory Auditors of the Company by the shareholders at the 34th AnnualGeneral Meeting held on 27th December, 2024, to hold office from the conclusion of that AGM untilthe conclusion of the 36th Annual General Meeting, to be held in the year 2025.
The Statutory Auditor's Report for the financial year under review does not contain anyqualifications, reservations, or adverse remarks. The observations made by the Auditors, readtogether with the relevant notes to the financial statements and accounting policies, are self¬explanatory and therefore do not require any further comments by the Board.
The Board of Directors of the Company on the recommendation of Audit Committee has approvedthe re-appointment of M/s. Rajesh Laxmi & Associates, Chartered Accountants as the StatutoryAuditor of the Company and subject to approval of members in the upcoming Annual GeneralMeeting of the Company.
The Board, on the recommendation of the Audit Committee had appointed M/s. Parshwa Shah &Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company forthe FY 2024- 2025.
The Report of Secretarial Audit in form MR-3 in accordance with Section 204 of Companies Act,2013 and Secretarial Compliance Report in accordance with Regulation 24A of SEBI ListingRegulations, for the FY 2024- 2025 is annexed to the Annual Report as “Annexure-A”.
The Secretarial Audit Report for the financial year 2024-25, issued by Mr. Parshwa Shah of M/s.Parshwa Shah and Associates, Practicing Company Secretaries, is annexed herewith as “Annexure-A”. The Report includes certain qualified remarks under the applicable provisions. The Companyhas provided its explanations in response to these observations and is optimistic that the matterswill be resolved favourably in due course.
The Company has endeavoured to comply, to the extent possible, with the applicable provisionsof the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the SecretarialStandards.
The observations/remarks along with the Company's explanations are detailed below:
Sr.
No.
Sections / Rules
Observations/ Rem arks of th ePracticing Company Secretary
Reply by the Company
Section 29 ofCompanies Act,
2013 read withRule 9 of TheCompanies(Prospectus andAllotment ofSecurities) Rules,
2014
During the review period, theCompany in accordance with theapproved Resolution Plan byHon'ble NCLT, has cancelled entireshare capital of the Company. Inline with the approved plan,90,00,000 equity shares of ^10each were allotted to theResolution Applicant andidentified shareholders.
However, the Company has notbeen able to obtain a new ISIN forthe issuance of equity shares, as aresult of which the said shares arenot yet credited to theshareholders' demat accounts.
The Company was recentlyrevived and resolved under theCorporate Insolvency ResolutionProcess (CIRP) in accordancewith the approved ResolutionPlan. Pursuant to theimplementation of the ResolutionPlan, fresh equity shares wereallotted on April 15, 2024, as partof the capital restructuringprocess aimed at reviving theoperations and financial health ofthe Company April 14, 2025, wasfixed as the Record Date for thispurpose.
It is pertinent to mention thatduring the CIRP, the erstwhileResolution Professional facedsignificant challenges, includingnon-cooperation from thesuspended management and theRegistrar and Share TransferAgent (RTA), which adverselyimpacted the smooth retrieval ofrecords and transition ofinformation.
In accordance with Section 29 ofthe Companies Act, 2013, readwith Rule 9 of the Companies(Prospectus and Allotment ofSecurities) Rules, 2014, theCompany is required to ensurethat all securities are held indematerialized form. Accordingly,the Company applied for a newISIN as advised by the stockexchanges.
However, due to proceduraloverlaps and interdependenciesbetween the stock exchanges anddepositories — specifically, therequirement of in-principle
approval from the stock exchangeprior to ISIN activation by thedepositories — the Company ispresently caught in a regulatoryimpasse. This situation hasresulted in delays beyond theCompany's control, despite itsconsistent and proactive efforts.
As a result, the dematerializationof securities could not becompleted within the prescribedtimeline, and a technical non¬compliance with the relevantprovisions is likely to occur.
The Company remains fullycommitted to resolving the issueat the earliest and is activelyengaging with all concernedregulatory authorities to ensurefull compliance with allapplicable laws and regulations.
Section 88
Companies
2013
of
Act,
Company has not maintained theRegister of Members as requiredunder applicable provisions,indicating separately for eachclass of equity held by membersresiding in or outside India.
The non-compliance arose due tothe Company's inability to obtainthe requisite data from itsRegistrar and Share TransferAgent (RTA), which has resultedin the failure to maintain anupdated Register of Members.
The Company was revived andresolved from the CorporateInsolvency Resolution Process(CIRP) in the recent past andduring the CIRP, the erstwhileResolution Professional alsofaced non-cooperation whileretrieving the information fromthe suspended management aswell as the RTA.
The Company is activelyaddressing this issue and istaking necessary steps to resolvethe matter with the RTA to ensureproper maintenance of theRegister of Members inaccordance with statutoryrequirements.
Section 138 ofthe CompaniesAct, 2013
The Company has failed to appointInternal Auditor as required
The Company was under theCorporate Insolvency ResolutionProcess (CIRP), which
under the provisions for FY 2024¬25.
temporarily impacted itsoperational and complianceactivities. As the Companyprogressively resumes normaloperations post-CIRP, the newlyconstituted Board of Directorsreaffirms its commitment toensuring full compliance with allapplicable statutory andregulatory provisions.
In particular, the Board assuresthe members that the Companyshall soon comply with therequirements of Section 138 ofthe Companies Act, 2013, whichmandates the appointment of anInternal Auditor to oversee andevaluate the effectiveness of theCompany's internal controls, riskmanagement systems, andgovernance processes.
The Board is actively engaged inidentifying a suitably qualifiedand experienced Internal Auditorand aims to complete theappointment process at theearliest.
Section 149
The Company has not maintainedthe prescribed composition of itsBoard of Directors in accordancewith the requirements of Section149 of the Companies Act, 2013.
Specifically, the Company hasfailed to appoint the requisitenumber of Independent Directorsas mandated under Section149(4), and the proportion ofNon-Executive Directors on theBoard falls below the minimumthreshold of 50%. Furthermore,the Company has not appointed aWoman Director, as requiredunder the applicable provisions.
The Board acknowledges thisnon-compliance and wishes toinform that it is actively in theprocess of appointing therequired number of IndependentDirectors to ensure fullcompliance with the applicableprovisions of the Companies Act,2013.
The Company remains committedto strengthening its governanceframework and aligning with allstatutory requirements in atimely manner.
Section 177178
and
Company has constituted theAudit Committee and Nominationand Remuneration Committee.However, the composition of thecommittees is not in accordancewith the statutory and regulatoryrequirements.
The Company did not complywith the requirements of Section177 and Section 178 of theCompanies Act, 2013, whichmandate the constitution andcomposition of the AuditCommittee, Nomination and
Remuneration Committee, andother applicable BoardCommittees in the mannerprescribed under the Act.
This non-compliance arose due tothe insufficient number ofIndependent Directors on theBoard, resulting in the improperconstitution of the saidCommittees.
The Board is actively in theprocess of appointing therequisite number of IndependentDirectors to ensure fullcompliance with the relevantprovisions of the Companies Act,2013.
The Company remains committedto adhering to the higheststandards of corporategovernance and is takingnecessary steps to regularize thecomposition of its committees atthe earliest.
Regulation 7(3)of SEBI (ListingObligation andDisclosureRequirement),2015
The Company have failed tointimate the stock exchange aboutthe certificate for the year endedMarch, 2025
With reference to the observationunder Regulation 7(3) of SEBI(LODR) Regulations, 2015, wesubmit that pursuant to theapproval of the Resolution Planby the Hon'ble NCLT, theCompany has duly allotted newequity shares. However, updationof records with the RTA could notbe completed as the thensuspended management andexisting RTA have not extendedthe required cooperation despiterepeated follow-ups.
The Company has alreadyinitiated steps with theconcerned authorities and isconsidering appointment of anew RTA, if required, to ensuretimely compliance. The delay ispurely procedural and has notadversely affected investors. TheCompany remains committed tocompleting the updation processat the earliest and ensuring strictcompliance going forward.
Further, the Company haspromptly submitted detailedresponses to both BSE and NSE,outlining the reasons for the non¬compliance along with allnecessary supportinginformation. The Companyremains committed to resolvingthe issue at the earliest andensuring strict adherence toregulatory requirements goingforward.
Regulation 13 ofSEBI (ListingObligation andDisclosureRequirement),2015
Intimation of statement underRegulation 13 giving the numberof investor complaints pending atthe beginning of the quarter, thosereceived during the quarter,disposed of during the quarterand those remaining unresolvedat the end of the quarter were notsubmitted to Stock Exchange forquarter ended 30th June, 2024,30 th September, 2024, 31stDecember, 2024 and 31st March,2025
The Company has failed tocomply with the requirements ofRegulation 13 of the SEBI (LODR)Regulations, 2015, whichmandates the company tointimate the statement giving thenumber of investor complaintspending at the beginning of thequarter, those received during thequarter, disposed of during thequarter and those remainingunresolved at the end of thequarter to Stock Exchange forquarter ended 30th June, 2024,30 th September, 2024, 31stDecember, 2024 and 31st March,2025.
Regulation 17 ofSEBI (ListingObligations andDisclosureRequirements)Regulation, 2015
The Company has not maintainedthe prescribed composition of itsBoard of Directors in accordancewith the requirements ofRegulation 17 of SEBI (LODR)Regulation, 2015
Specifically, the Company hasfailed to appoint the requisitenumber of Independent Directors
The Company did not maintainthe prescribed composition of itsBoard of Directors as requiredunder Regulation 17 of the SEBI(Listing Obligations andDisclosure Requirements)Regulations, 2015.
The Board acknowledges thisnon-compliance and wishes to
and the proportion of Non¬Executive Directors on the Boardfalls below the minimumthreshold of 50%. Furthermore,the company has not appointed aWoman Director, as requiredunder the applicable provisions.
inform that necessary steps arebeing actively undertaken toreconstitute the Board byappointing the requisite numberof Non-Executive Directors andIndependent Directors inaccordance with the applicableprovisions of the Companies Act,2013 and SEBI (LODR)Regulations, 2015.
The Company is fully committedto maintaining the higheststandards of corporategovernance and assures that thereconstitution of the Board willbe completed at the earliestpossible opportunity to ensurefull regulatory compliance.
9.
Regulation 18and 19 of SEBI(Listing
Obligations andDisclosureRequirements)Regulation, 2015
The Company did not maintainthe requisite strength ofIndependent Directors on itsBoard, as mandated under theprovisions of the SEBI (ListingObligations and DisclosureRequirements) Regulations,2015. As a consequence, thecomposition of the AuditCommittee and the Nominationand Remuneration Committeewas not in compliance withRegulation 18 and Regulation 19of the said Regulations, whichrequire that at least two-thirds ofthe members of the AuditCommittee Be IndependentDirectors.
This resulted in non-compliancewith the prescribed compositionrequirements of the
aforementioned Committeesduring the relevant period.
The Board acknowledges thisnon-compliance and wishes toinform that it is actively in theprocess of appointing therequisite number of Directors,including Independent Directors,to ensure compliance withapplicable regulatory provisions.The Company remains fullycommitted to upholding thehighest standards of corporategovernance and aims to completethe reconstitution of the Boardand its Committees at the earliest.
10.
Regulation 31 ofListing
Obligation andDisclosureRequirement),2015
The Company have not filed thequarterly shareholding pattern forquarter ended as on 30th June,2024, 30th September, 2024, 31stDecember, 2024 and 31st March,2025
With reference to the observationregarding non-compliance underRegulation 31 of SEBI (ListingObligations and DisclosureRequirements) Regulations,2015, the Company respectfullysubmits that the non-filing of theshareholding pattern for thequarters ended 30th June 2024,30 th September 2024, 31stDecember 2024, and 31st March2025 was primarily due to non¬cooperation on the part of theRegistrar and Share TransferAgent (RTA). Owing to such non¬cooperation, the requisiteshareholding data could not bemade available to the Company,resulting in the delay insubmission.
The Company is in the process ofaddressing this issue and hasalready initiated necessary
measures to ensure availability ofthe required data from the RTA.The management is committed tostrengthening its complianceframework and assures thattimely submission ofshareholding pattern will beensured for all future quarters.
11.
Regulation 76 ofSEBI
(Depositoriesand Participants)Regulations,
2018
Reconciliation of Share CapitalAudit for quarter ended on 30thJune, 2024, 30th September, 2024,31st December, 2024 and 31stMarch, 2025 were not intimatedto the stock exchange.
The Company did not complywith the requirements ofRegulation 76 of the SEBI(Depositories and Participants)Regulations, 2018, whichmandates the submission of theReconciliation of Share CapitalAudit Report on a quarterly basis.
The Company failed to submit thesaid reports for the quartersended 30th June 2024, 30thSeptember 2024, 31st December2024, and 31st March 2025. Thisnon-compliance occurred due tothe lack of cooperation from theCompany's Registrar and ShareTransfer Agent (RTA), resulting innon-availability of the requisitedata for submission to the StockExchange.
The Company is activelyaddressing the matter and is inthe process of ensuringcompliance with the saidregulation at the earliest possible.Steps are being taken to resolveissues with the RTA and toregularize the submission of theReconciliation of Share CapitalAudit Reports in accordance withregulatory requirements.
12.
Regulation 3 ofSEBI
(Prohibition ofInsider Trading)Regulations,
2015
There is no supporting dataprovided by Company tosubstantiate the said compliance.SDD certificate was not submittedto Stock Exchange for quarterending on 30th June, 2024, 30thSeptember, 2024, 31st December,2024 and 31st March, 2025
The Company did not complywith the requirements ofRegulation 3 of the SEBI(Prohibition of Insider Trading)Regulations, 2015, whichmandates the maintenance of aStructured Digital Database(SDD) and the submission of theSDD compliance certificate to theStock Exchange on a quarterlybasis.
The Company did not submit theSDD compliance certificates forthe quarters ended 30th June
2024, 30th September 2024, 31stDecember 2024, and 31st March
2025, as the Structured DigitalDatabase was not maintainedduring these periods.
The Board acknowledges thisnon-compliance and informs thatthe Company is currently in theprocess of reconstituting itsBoard and implementing thenecessary systems forestablishing and maintaining theStructured Digital Database, asrequired under the Regulations.
The Company assures thatappropriate steps are being takento ensure full compliance with theSEBI (Prohibition of InsiderTrading) Regulations, 2015,including timely submission ofSDD certificates going forward.
13.
Regulation 5, 6, 7,and 8 of SEBI
There is no supporting dataprovided by Company to
The Company was not incompliance with certain
substantiate the said compliance.of Disclosures of structured digitaldatabase and Disclosures ofTrading by Insiders.
provisions of the SEBI(Prohibition of Insider Trading)Regulations, 2015, specificallyRegulations 5, 6, 7, and 8. TheCompany did not submitadequate supporting data tosubstantiate compliance inrelation to the maintenance of theStructured Digital Database(SDD) and disclosures pertainingto trading by insiders.
The Board acknowledges thelapse and wishes to inform thatthe Company is currently in theprocess of reconstituting itsBoard and simultaneouslyinitiating the implementation ofsystems and controls necessaryfor maintaining the StructuredDigital Database as per regulatoryrequirements.
The Company assures that allnecessary steps are beingundertaken to ensure fullcompliance with the SEBI(Prohibition of Insider Trading)Regulations, 2015, at the earliest.
14.
Performance
Evaluation
The listed entity has notconducted performanceevaluation of the Board,Independent Directors and theCommittees at the start of everyfinancial year/during the financialyear as prescribed in SEBIRegulations
The Company could not conductthe evaluation during the yeardue to the absence ofIndependent Directors on theBoard. As the Board is currentlynot fully constituted in line withregulatory requirements, theevaluation process which reliessignificantly on the participationof Independent Directors couldnot be initiated.
The Company is actively inprocess to constitute the board incompliance with the CompaniesAct, 2013 and SEBI ListingRegulations. Upon appointmentof Independent Directors and fullconstitution of the Board, aformal performance evaluationwill be undertaken, covering theBoard, individual Directors, andCommittees, using appropriatemethodologies and in line with
applicable regulations andgovernance best practices.
Further as per the recent amendment under SEBI Listing Regulations pertaining to Appointmentof Secretarial Auditor, M/s. Parshwa Shah & Associates had given their consent to act asSecretarial Auditor, accordingly, the Board in the meeting held on May 30, 2025 recommendedtheir appointment for the term of 05 years from FY 2025-26 to FY 2029-30, which is subject toapproval of the members. The resolution pertaining to the appointment forms part of the Noticeconvening the Annual General Meeting.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with company rules,the Company has failed to appoint Internal Auditors for the Company during the year underreview.
However, the Board hereby assures its members that the company shall soon abide by theprovisions of section 138 of Companies Act, 2013 and appoint an Internal Auditor for theCompany.
The Company, to the extent possible, has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India (ICSI) and approved by the CentralGovernment under Section 118(10) of the Companies Act, 2013. The Company has also devisedproper systems to ensure compliance with the provisions of the Secretarial Standards and it isconfirmed that the Company follows such systems in true letter and spirit.
Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records andAudit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies.Given the nature of services being rendered by the Company, the requirement of maintaining costrecords under section 148(1) is not applicable.
The Company has adequate internal financial controls in place, commensurate with its size andthe nature of its business. The Internal Financial Controls, with reference to financial statementsas designed and implemented by the Company, are adequate.
During the year under review, no material or serious observation has been received from theStatutory Auditors of the Company for inefficiency or inadequacy of such controls.
During the CIRP, the RP faced non-cooperation from the Suspended Board of Directors, whichhindered regulatory compliance. The Hon'ble NCLT, Mumbai Bench, by order dated October 20,2023 (IA No. 1745 of 2023), approved the Resolution Plan of Real Mazon India Limited, pursuantto which the erstwhile board was replaced and the entire share capital cancelled. In line with theapproved plan, 90,00,000 equity shares of ^10 each were allotted to the Resolution Applicant andidentified shareholders, as approved by the Monitoring Committee on April 15, 2024. Based on
RTA records dated February 13, 2024, and with guidance from BSE and NSE, April 14, 2025 wasfixed as the Record Date for capital restructuring, duly intimated to and recorded by the stockexchanges.
As advised by the stock exchanges, a new ISIN is required for the proposed allotment to enablefiling of the relisting application with BSE and NSE. Applications have been submitted to NSDLand CDSL; however, the depositories have sought in-principal approval from the exchanges,which is unavailable until the relisting application is processed. Consequently, the Company isunable to proceed further, being caught in a circular requirement between ISIN creation andrelisting approval.
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1)of the Companies (Management and Administration) Rules, 2014, the Annual Return, for the FY2024- 2025 is available on the website of the Company at www.rushabhbearings.com.
During the year under review, there is no loan taken from the Directors or their relatives by theCompany.
Management Discussion and Analysis Report for the year under review, has been presented in aseparate section forming part of this Report.
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“SEBI Listing Regulations”), the provisions relating to Corporate Governanceare not applicable to the Company for the financial year ended March 31, 2025.
During the period under review the Company has not made any application, and no proceeding ispending under the Insolvency and Bankruptcy Code, 2016.
The company has not taken any loan. Thus, the difference between the amount of valuation doneat the time of one-time settlement and the valuation done while taking loan from the bank orfinancial institutions does not arise.
Your Company always endeavours and provides conductive work environment that is free fromdiscrimination and harassment including sexual harassment. Your Company has zero tolerance
towards sexual harassment at workplace and has adopted a policy for prevention of SexualHarassment of Women at workplace. To facilitate the reporting of grievances, a physical complaintbox has also been installed at all the Company's premises. The Company has set up an InternalCommittee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 to address complaints of sexual harassment at the workplace and to ensurea safe, secure, and respectful working environment for all employees.
During the Financial Year 2024-25, the Company has not received any complaint of sexualharassment.
The requirement under Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, relating to CEO/CFO certification on financial statements andinternal controls, is not applicable to the Company for the financial year ended March 31, 2025.
Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of IndiaLimited (Symbol: RUSHABEAR) and BSE Limited (Scrip Code: 531371), where its securities arelisted.
Your Board acknowledges and appreciates the relentless efforts of the employees, workmen andstaff including the management team at all levels in ensuring sustained growth of the Company.Your Board wishes to place on record its deep appreciation to Directors of the Company for theirimmense contribution by way of strategic guidance, sharing of knowledge, experience andwisdom, which help the Company to take right decisions in achieving its business goals. YourBoard is indebted for the unstinted support and trust reposed by the Members and also remainsthankful for their ongoing support and guidance.
Your directors also sincerely thank to all the stakeholders, customers, vendors, bankers, businessassociates, government, other statutory bodies and look forward to their continued assistance,co-operation and support.
Regd. Office: Vijay Industrial Gala No For and on Behalf of
214, 2nd Floor, Chincholi Bunder, Link Rushabh Precision Bearings Limited
Road, Malad, Mumbai, Malad West,
Maharashtra, India, 400064
CIN: L99999MH1989PTC053093 Sd/- Sd/-
Email:- compliance.rushabh@gmail.com Director & CFO Managing Director
(DIN: 05123912) (DIN:10432026)
Date: 01st September, 2025Place: Mumbai