The Board of Directors present the Company's Thirty-seventh Annual Report and the Company's audited financial statements for thefinancial year ended March 31, 2025.
The Company's financial performance (standalone and consolidated) for the year ended March 31, 2025 is summarised below:
(' in lakh)
STANDALONE
CONSOLIDATED
2024-25
2023-24
Profit Before Tax
11 48
15 85
13 62
18 96
Current Tax#
(1 50)
(2 92)
Deferred Tax
(15)
(2 72)
Profit for the Year
9 83
10 21
11 97
13 32
Opening Balance in Retained Earnings
54 22
52 29
95 94
90 90
Sub-Total
64 05
62 50
107 91
1 04 22
Appropriations
Transferred to General Reserve
(3 00)
Dividend on Equity SharesA
*(5 28)
$(5 28)
Closing Balance in Retained Earnings
55 77
99 63
Figures in brackets represent deductions
# Includes Provision for Income Tax of earlier years - NIL (Previous year f 66 lakh)*For Financial Year2023-24$For Financial Year2022-23ASubject to rounding off differences
The Board of Directors have recommended a dividend of ' 3.50(Three rupees and fifty paise) per equity share of ' 10/- (Ten rupeesonly) each fully paid-up of the Company for the financial year endedMarch 31, 2025 (last year ' 3.50 per equity share of ' 10/- each fullypaid-up). Dividend payment is subject to approval of Members atthe ensuing Annual General Meeting and subject to deduction ofincome tax at source.
The dividend recommended is in accordance with the Company'sDividend Distribution Policy. The said policy of the Companyis available on the Company's website and can be accessed at:http://www.riil.in/pdf/dividend-distribution-policy.pdf
There have been no material changes and commitments affectingthe financial position of the Company between the end of thefinancial year to which the financial statement relates and date ofthis Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year underreview, as stipulated under the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("Listing Regulations"), is as under:
Results of Operations and the State of Company's Affairs
During the year, the Company's Net profit was ' 983 lakhas compared to ' 1,021 lakh in the previous year. Revenuefrom transportation services was ' 3,317 lakh as compared to' 3,350 lakh in the previous year. Revenue from infrastructuresupport and other operating income was ' 1,632 lakh as comparedto ' 2,458 lakh in the previous year, mainly on account of lowerutilization of the infrastructure assets.
The Company continues to provide infrastructure support serviceswhich includes transportation of petroleum products, natural gasand raw water through pipelines and other infrastructure supportservices mainly to Reliance Industries Limited.
Resources and Liquidity
The Company's net worth as on March 31, 2025 stood at'32,400 lakh, with accumulated reserves and surplus of'30,890 lakh.
The Return on net worth fell to 3.1% in FY 2024-25 as against 3.2%in previous year due to lower profits on account of lower utilisationof infrastructure assets.
Details of significant changes (i.e. change of 25% or more ascompared to the immediately previous financial year) in keyfinancial ratios along with detailed explanation is given below:
• Trade Receivable Turnover Ratio decreased to 10.90 inFY 2024-25 as against 16.76 in the previous year primarily dueto increase in average trade receivables.
• Return on Capital Employed increased to 286.6% in FY 2024-25as against (125.6%) in the previous year due to reduced capitalemployed.
The Company continues to maintain its conservative financialprofile and funds its requirements through internal accruals.
Macro-outlook, industry framework and road ahead
In current times, business environment around the world hasbecome highly volatile. Almost every sector globally is operatingamid extreme uncertainties, as major economies seek to bringabout considerable alterations in existing trade and geo-politicalstances. The prolonged and continuing geo-political tensionsfurther aggravate the situation.
Amid such periods of disruption, the virtue of economic self-reliancegains significant impetus. India's thrust on “atmanirbharta” becomesall the more relevant, especially in crucial sectors like infrastructure.The roadways, ports, airports, pipelines and overall logistics of ourcountry will play an integral role in ensuring India's continuedgrowth trajectory. The Company has deployed best-in-class assets,to support and enhance the infrastructure development.
Challenges, Risks and Concerns
Infrastructure projects are mainly characterized by prolongeddevelopment phases and involve long gestation period. Thecurrent emphasis on sustainability and climate change presentsthe challenge of maintaining environmental protection andeffectively managing the carbon footprint throughout projectimplementation. Handling regulatory shifts during the lifecycle of aproject constitutes a key risk factor.
The Company has a competent management team, well equippedto mitigate the risks involved. With strong governance structuresin place, the Company remains focused on timely delivery ofinfrastructural services with prudent financial management. Overthe years, the Company has been primarily serving one majorcustomer, leveraging its existing assets to drive performance.
Human Resource Development
The Company believes that the quality of its employees is the keyin the long run. The Company continues to have cordial relationswith its employees. The Company provides personal developmentopportunities and all-round exposure to its employees.
The Company has robust internal control systems and procedurescommensurate with its nature of business which meets thefollowing objectives:
• providing assurance regarding the effectiveness and efficiencyof operations;
• efficient use and safeguarding of resources;
• compliance with policies, procedures and applicable laws andregulations; and
• transactions being accurately recorded and promptly reported.
The Company continues to have periodical internal auditsconducted of all its functions and activities to ensure that systemsand processes are followed across all areas.
The Audit Committee regularly reviews the adequacy of internalcontrol systems through such audits. The Internal Auditor reportsdirectly to the Audit Committee.
The Company also has a robust budgetary control system to monitorexpenditure against approved budgets on an ongoing basis.
Internal Financial Controls are an integral part of the riskmanagement framework and process that address financial andfinancial reporting risks. The key internal financial controls havebeen documented, automated wherever possible and embedded inthe business process. The Company has in place adequate internalfinancial controls with reference to Financial Statement.
Assurance on the effectiveness of internal financial controls isobtained through management reviews and self-assessment,continuous control monitoring by functional experts as well astesting of the internal financial control systems by the StatutoryAuditor and Internal Auditors during the course of their audits.
The Company believes that these systems provide reasonableassurance that the Company's internal financial controls areadequate and operating effectively as intended.
The Company has in place a Risk Management Policy commensuratewith the size of the Company, which provides for a robust riskmanagement framework to identify and assess risks such as safety,health and environment, operational, strategic, financial, security,property, regulatory, reputational and other risks and put in placean adequate risk management infrastructure capable of addressingthese risks. The Risk Management Committee has been constitutedto identify, monitor and report on the potential risks associatedwith the Company's business and periodically keeps the Boardof Directors apprised of such risks and the measures taken by theCompany to mitigate such risks.
Given below are significant potential risks to the Company andmeasures in place to mitigate them:
Operational Risk: Disruptions in operating the Company's pipelinesand equipment may arise due to natural calamities, equipmentfailures or other unexpected or unforeseen interruptions.
The extreme risk for pipeline is “Damage to pipeline by third partyactivity in high consequence areas”. This risk is being mitigatedthrough daily line patrolling. Public awareness programs coveringall stakeholders also play a significant role in reducing Third PartyDamage incidents to a great extent.The Company consistentlyworks towards monitoring the health of the pipelines through
internal checks and external audit assurance in compliance withthe requirement of Petroleum and Natural Gas Regulatory Board,thereby maintaining or improving operational efficiencies.
Safety, Health and Environment Risks: The Company's activitiesof transporting petroleum products and natural gas through itspipelines are inherently hazardous. Any accident, explosion, leakagesor acts of terrorism may cause property damage or bodily injuryand adversely impact surrounding communities and environmentwhich may result in disruption of operations and litigations. TheCompany has structured inspections of its operating facilities foridentifying and mapping operational hazards, investigating rootcause analysis and to eliminate any such occurrence by developingmitigation plans.
Further, there is a comprehensive insurance plan in place to coverthe above risks.
In accordance with the provisions of the Companies Act, 2013("the Act") and the Listing Regulations read with Ind AS 110 -Consolidated Financial Statements and Ind AS 28 - Investments inAssociates and Joint Ventures, the audited Consolidated FinancialStatement forms part of this Annual Report.
Subsidiary, Joint Venture and Associate Company
The Company did not have any subsidiary or joint venture duringthe financial year under review. The Company has one AssociateCompany, Reliance Europe Limited.
A statement providing details of performance and salient featuresof the financial statement of the Associate Company as perSection 129(3) of the Act, is provided as Annexure 'A' to the auditedConsolidated Financial Statement and therefore not repeated inthis Report.
The Audited Financial Statement including the ConsolidatedFinancial Statement of the Company and all other documentsrequired to be attached thereto forms part of this Annual Reportand is also available on the Company's website and can be accessedat: http://www.riil.in/pdf/Annual-Report-2024-25.pdf
The Company has followed the applicable Secretarial Standards,with respect to Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) issued by the Institute of Company Secretaries ofIndia.
Your Directors state that:
a) in the preparation of the annual accounts for the year endedMarch 31,2025, the applicable accounting standards read withrequirements set out under Schedule III to the Act have beenfollowed and there are no material departures from the same;
b) the Directors have selected such accounting policies andapplied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31,2025and of the profit of the Company for the year ended on thatdate;
c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud andother irregularities;
d) the Directors have prepared the annual accounts on a goingconcern basis;
e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financialcontrols are adequate and operating effectively; and
f) the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.
In accordance with the Listing Regulations, the BusinessResponsibility and Sustainability Report describing the initiativestaken by the Company from an environmental, social andgovernance perspective is available on the Company's websiteand can be accessed at: https://www.riil.in/pdf/riil-business-responsibility-and-sustainability-report-2024-25.pdf
Contracts or Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinarycourse of business and on arms' length basis and do not havepotential conflict with interest of the Company at large.
Details of the contracts / arrangements / transactions with relatedparty which are required to be reported in Form No. AOC-2 in termsof Section 134(3)(h) read with Section 188 of the Act and Rule 8(2)of the Companies (Accounts) Rules, 2014 are annexed herewith andmarked as Annexure I to this Report.
The Policy on Materiality of Related Party Transactions and ondealing with Related Party Transactions as approved by the Boardis available on the Company's website and can be accessed at:https://www.riil.in/pdf/riil-policy-on-materiality.pdf
Members may refer to Note 24 to the Standalone FinancialStatement which sets out related party disclosures pursuant toInd AS.
The Corporate Social Responsibility ("CSR") Policy formulated bythe CSR Committee and approved by the Board is available on theCompany's website and can be accessed at: http://www.riil.in/pdf/csr_policy.pdf. During the year under review, there has been nochange in the said Policy.
The CSR policy sets out the guiding principles for the CSRCommittee, inter-alia, in relation to the activities to be undertakenby the Company, as per Schedule VII to the Act, CSR Governance
and implementation, Composition of Committee and monitoring ofCSR activities.
The key philosophy of the CSR initiative of the Companyis to promote development through social and economictransformation.
The Company has, inter-alia, identified following areas in which itmay engage for its CSR activities:
• Addressing identified needs of the underprivileged throughinitiatives directed towards promoting health, includingpreventive health care;
• Environmental sustainability and ecological balance; and
• Any other activity falling within the scope of Schedule VII tothe Act.
During the year, the Company has spent ' 30 lakh (i.e., 2.34% of theaverage net profits of the immediately preceding three financialyears) towards identified and approved CSR initiatives coveredunder Schedule VII to the Act.
The Annual Report on CSR activities is annexed herewith andmarked as Annexure II to this Report.
In accordance with the provisions of the Act and the Articles ofAssociation of the Company, Shri Mahesh K. Kamdar, Director ofthe Company, retires by rotation at the ensuing Annual GeneralMeeting. The Board of Directors of the Company, based on therecommendation of the Nomination and Remuneration Committee("NRC"), has recommended his appointment.
Further, in terms of Regulation 17(1A) of the Listing Regulations,approval of Members by way of special resolution is sought at theensuing Annual General Meeting for continuation of Shri MaheshK. Kamdar as non-executive director, liable to retire by rotation,notwithstanding his attaining the age of seventy-five years.
Shri Dilip V. Dherai, Executive Director of the Company,superannuated from the services and stepped down from theposition of Director of the Company with effect from end ofthe day on March 31, 2025. The Board of Directors placed onrecord their sincere appreciation for the contribution made byShri Dilip V. Dherai, during his long tenure of over 34 years on theBoard of the Company.
The Board of Directors, based on the recommendation of the NRC,appointed Shri Vipin Chandra Sati as an Additional Director andWhole-time Director designated as Executive Director for a term of5 (five) years with effect from April 1,2025, subject to the approvalof the Members. In the opinion of the Board, he possesses requisiteexpertise, integrity, experience and proficiency.
Smt. Sindhu Menon ceased to be the Chief Financial Officer ofthe Company with effect from the close of business hours ofJuly 18, 2024. The Board of Directors, based on the recommendationof the NRC, appointed Shri Praveen Baser as the Chief Financial
Officer of the Company with effect from July 19, 2024.The Board of Directors placed on record its deep appreciation forthe valuable contribution made by Smt. Sindhu Menon during herassociation as the Chief Financial Officer of the Company.
The Company has received declarations from all the independentdirectors of the Company confirming that:
i. they meet the criteria of independence prescribed under theAct and the Listing Regulations; and
ii. they have registered their names in the independent directors'databank.
The Company has, inter-alia, following policies:
a) Policy for Appointment of Directors and determining Directors'independence; and
b) Remuneration Policy for Directors, Key Managerial Personneland other employees.
The Policy for Appointment of Directors and determining Directors'independence sets out the guiding principles for the NRC foridentifying persons who are qualified to become Directors and todetermine the independence of Directors, while considering theirappointment as independent directors of the Company. The Policyalso provides for the factors in evaluating the suitability of IndividualBoard members with diverse background and experience that arerelevant for the Company's operations. There has been no changein the aforesaid policy during the year under review. The saidpolicy is available on the Company's website and can be accessedat: https://www.riil.in/pdf/policy-for-appointmentof-directors-and-determining-Directors'-independence.pdf
The Remuneration Policy for Directors, Key Managerial Personneland other employees sets out the guiding principles for the NRCfor recommending to the Board, the remuneration of the Directors,Key Managerial Personnel and other employees of the Company.There has been no change in the policy during the year underreview. The said policy is available on the Company's website andcan be accessed at: https://www.riil.in/pdf/remuneration-policy-for-directors-key-managerial-other-empl.pdf
The Company has a policy for performance evaluation of the Board,Committees and other Individual Directors (including independentdirectors) which includes criteria for performance evaluation ofNon-executive Directors and Executive Directors.
In accordance with the manner of evaluation specified by theNRC, the Board carried out annual performance evaluation of theBoard, its Committees and Individual Directors. The independentdirectors carried out annual performance evaluation of theChairman, the non-independent directors and the Board as awhole. The Chairperson of the respective Committees shared thereport on evaluation with the respective Committee members. Theperformance of each Committee was evaluated by the Board, basedon the report of evaluation received from respective Committees.
Chaturvedi & Shah LLP (Registration No.: 101720W/W100355),Chartered Accountants, were appointed as the Auditor of theCompany, for a term of 5 (five) consecutive years, at the AnnualGeneral Meeting held on September 28, 2022. The Auditorhave confirmed that they are not disqualified from continuingas the Auditor of the Company.
The Auditor's Report does not contain any qualification,reservation, adverse remark or disclaimer. The Notes toFinancial Statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments.
In accordance with the provisions of Section 148(1) of theAct, read with the Companies (Cost Records and Audit) Rules,2014, the Company has maintained cost records in its booksof account for the financial year 2024-25 in respect of itsservices of transportation of petroleum products. However, interms of the said Rules, the requirement of cost audit was notapplicable to the Company for the financial year 2024-25 asthe turnover of the Company from these services was belowthe threshold limit prescribed in the said Rules for cost audit.
The Board had appointed Shashikala Rao & Co., CompanySecretaries, to conduct Secretarial Audit of the Companyfor the financial year 2024-25. The Secretarial Audit Reportrelating thereto is annexed herewith and marked asAnnexure III to this Report. The Secretarial Audit Report doesnot contain any qualification, reservation, adverse remark ordisclaimer.
In accordance with the provisions of Section 204 of the Actread with Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 and Regulation 24A ofthe Listing Regulations, the Board has recommended tothe Members of the Company the appointment of BNP &Associates, Practicing Company Secretaries (Firm RegistrationNo. P2014MH037400), as the Secretarial Auditor of theCompany for a term of 5 (five) consecutive financial years,commencing from the financial year 2025-26 to the financialyear 2029-30 to conduct Secretarial Audit of the Company.They have confirmed their eligibility and qualification requiredunder the Act and the Listing Regulations for holding theoffice, as the Secretarial Auditor of the Company.
Disclosures
Five meetings of the Board of Directors were held during the year.
The particulars of meetings held and attendance of each Director
are detailed in the Corporate Governance Report forming part of
this Annual Report.
The composition of the Committees as on March 31, 2025 is asunder:
Audit Committee
The Audit Committee comprises Smt. Riddhi Bhimani (Chairperson),Shri Achuthan Siddharth and Shri Rahul Dutt.
During the year under review, all the recommendations made bythe Audit Committee were accepted by the Board.
The Corporate Social Responsibility Committee comprisesShri Sanjiv Singh (Chairman), Shri Achuthan Siddharth andSmt. Riddhi Bhimani.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprisesShri Achuthan Siddharth (Chairman), Smt. Riddhi Bhimani andShri Rahul Dutt.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprisesShri Mahesh K. Kamdar (Chairman), Shri Sanjiv Singh,Shri Achuthan Siddharth and Shri Rahul Dutt.
The Risk Management Committee effective July 19, 2024 comprisedShri Dilip V. Dherai (Chairman), Shri Sanjiv Singh, Shri AchuthanSiddharth, Smt. Riddhi Bhimani, Directors & Shri Praveen Baser andShri Umesh D. Giriyan, Executives of the Company.
The Committee was re-constituted effective April 1,2025, comprisingShri Sanjiv Singh (Chairman), Shri Vipin Chandra Sati, Shri AchuthanSiddharth, Smt. Riddhi Bhimani, Directors & Shri Praveen Baser andShri Umesh D. Giriyan, Executives of the Company.
The Company has established a robust Vigil Mechanism and aWhistle-blower Policy in accordance with provisions of the Act andthe Listing Regulations. Ethics & Compliance Task Force ("ECTF")comprising a member of Board as the Chairman and seniorexecutives as members oversees and monitors the implementationof ethical business practices in the Company. ECTF is required toreview complaints and incidents on a quarterly basis and reportthem to the Audit Committee.
Employees and other stakeholders are required to report actualor suspected violations of applicable laws and regulations andthe Code of Conduct. Such genuine concerns (termed ReportableMatter) disclosed as per Policy are called “Protected Disclosures”and can be raised by a whistle-blower through an e-mail or a letterto the ECTF or to the Chairperson of the Audit Committee.
The Vigil Mechanism and Whistle-blower Policy is availableon the Company's website and can be accessed at:https://www.riil.in/pdf/whistle-blower-policy.pdf
During the year under review, no Protected Disclosure concerningany reportable matter in accordance with the Vigil Mechanismand Whistle-blower Policy of the Company was received by theCompany.
Particulars of loans given, investments made, guarantees givenand securities provided
The Company has not given any loan or guarantee or provided anysecurity during the year under review. Particulars of investmentsmade are provided in the Standalone Financial Statement. Membersmay refer to Note 2, 6 and 29 to the Standalone Financial Statement.
Conservation of Energy, Technology Absorption and ForeignExchange Earnings & Outgo
The particulars relating to conservation of energy, technologyabsorption and foreign exchange earnings & outgo, as required tobe disclosed under the Act are as under:
A. Conservation of Energy
As an infrastructural facilities and support services provider,the operations of the Company require efficient energyconsumption.
(i) Steps taken to conserve energy
Old battery banks at Cathodic Protection stationsCP-1 and CP-2 are replaced with an energy-efficient andmaintenance-friendly power storage system, contributingto improved energy conservation and system reliability.The new setup featured advanced charging technology,reduced power losses and longer battery life aligningwith sustainable operation goals.
(ii) Steps taken for utilising alternate sources of energyand Capital investment on energy conservationequipment
The Company has not made any capital investment onutilizing alternate sources of energy and conservationequipment during the year under review.
B. Technology absorption
(i) Major efforts made towards technology absorption
a) Upgradation of Uninterruptible Power Supply("UPS") panel to ensure uninterrupted power forcritical Supervisory Control and Data Acquisition("SCADA") & Remote Terminal Unit ("RTU") controlsystems and field instrumentation at Company'spumping facility inside HPCL refinery at Chembur.The scope included integration of a modern UPSsystem with enhanced reliability, load-handlingcapacity and seamless switchover with minimaldowntime resulting in improved operationalstability and extended backup power duration forprocess equipment.
b) Replacement and upgradation of 4 Motor OperatedValve actuators at Company's pumping facility insideHPCL refinery at Chembur to enhance reliabilityand operational efficiency. The upgradationwork involved installation of IQ Series actuatorswith improved torque control and diagnosticsfeatures and integrating them with the existingSCADA / control system.
c) Integration of newly installed CCTV surveillancecameras with a centralized GENETEC SecurityCentre platform to enhance real-time monitoring,centralized control and incident managementcapabilities. The integration streamlined securityoperations by enabling unified access, videoanalytics and remote viewing features acrossmultiple locations.
d) Replacement of existing RTU marshalling paneland associated signal cables at CP 15 carried outto improve system reliability, reduce signal noise,ensure long-term maintainability and to enhancecommunication integrity between field instrumentsand the RTU.
(ii) The benefits derived like product improvement,cost reduction, product development or importsubstitution
Implemented framework for securing SCADA andLeak Detection System ("LDS") application softwareby upgrading cyber security solutions like Trellix,Trend Micro, Claroty tools and Fire walls complying toIEC 62443 standard to identify and mitigate thecybersecurity threats.
The Company has not imported any major technologyduring the last three years.
Developed in-house capability to carry out analysis ofElectrical Resistance probes data as part of a proactiveinternal corrosion monitoring program for Pipelinehealth monitoring and its assessment. Earlier this criticalpipeline health monitoring activity was being donethrough the external expert agency.
Foreign Exchange earned in terms of Actual Inflows - Nil
Foreign Exchange outgo in terms of Actual Outflows -
USD 7,746.28
The Company is committed to maintain the highest standards ofCorporate Governance and adheres to the Corporate Governancerequirements set out by the Securities and Exchange Board ofIndia. The Company has also implemented several best governancepractices. The Corporate Governance Report as stipulated underthe Listing Regulations forms part of this Annual Report. Certificatefrom the Statutory Auditor of the Company confirming compliancewith the conditions of Corporate Governance is attached to theCorporate Governance Report.
Disclosure pursuant to para (IV) of third proviso to Section II,Part II of Schedule V to the Act relating to remuneration ofShri Dilip V. Dherai is covered in the Corporate Governance Report.For details, please refer to the Corporate Governance Reportforming part of this Annual Report.
The Annual Return of the Company as on March 31, 2025 isavailable on the Company's website and can be accessed at:http://www.riil.in/pdf/mgt-7-2024-25.pdf
Particulars of Employees and related disclosures
In terms of the provisions of Section 197(12) of the Act readwith Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, a statementshowing the names of top ten employees in terms of remunerationdrawn and the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the saidRules forms part of this Report.
Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules,2014 forms part of this Report.
Having regard to the provisions of the second proviso toSection 136(1) of the Act and as advised, the Annual Reportexcluding the aforesaid information is being sent to the Membersof the Company. Any Member interested in obtaining suchinformation may address their email to investor_relations@riil.in.
Prevention of sexual harassment at workplace
In accordance with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act,2013 ("POSH Act") and Rules made thereunder, the Companyhas in place a policy which mandates no tolerance against anyconduct amounting to sexual harassment of women at workplace.The Company has an Internal Complaints Committee to redressand resolve any complaints arising under the POSH Act. Training /Awareness programs are conducted throughout the year to createsensitivity towards ensuring respectable workplace.
Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions onthese matters during the year under review:
1. Details relating to deposits covered under Chapter V of theAct.
2. Issue of equity shares with differential rights as to dividend,voting or otherwise.
3. Issue of shares (including sweat equity shares and ESOS) to theemployees of the Company under any scheme.
4. The Company has no holding company or subsidiary company,hence the provisions of Section 197(14) of the Act relating toreceipt of remuneration or commission by the Whole-timeDirector from holding company or subsidiary company of theCompany are not applicable to the Company.
5. No significant or material orders were passed by the Regulatorsor Courts or Tribunals, which impact the going concern statusand Company's operations in future.
6. No fraud has been reported by the Auditor to the AuditCommittee or the Board of Directors of the Company.
7. There has been no change in the nature of business of theCompany.
8. There is no proceeding pending under the Insolvency andBankruptcy Code, 2016.
9. There was no instance of one-time settlement with any Bank orFinancial Institution.
The Board of Directors wish to place on record its deep sense ofappreciation for the committed services by all the employees of theCompany. The Board of Directors would also like to express theirsincere appreciation for the assistance and co-operation receivedfrom the government and regulatory authorities, stock exchanges,depositories, banks, customers, vendors and Members during theyear under review.
For and on behalf of the Board of Directors
Chairman
Mumbai, April 16, 2025