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RANJEET MECHATRONICS LTD.

21 February 2025 | 12:00

Industry >> Fire Protection Equipment

Select Another Company

ISIN No INE01A501019 BSE Code / NSE Code 541945 / RANJEET Book Value (Rs.) 20.24 Face Value 10.00
Bookclosure 30/09/2024 52Week High 74 EPS 0.13 P/E 303.60
Market Cap. 37.95 Cr. 52Week Low 27 P/BV / Div Yield (%) 1.88 / 0.00 Market Lot 2,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

Your Directors are pleased to present the 31stAnnual Report of the Company along with the Audited
Financial Statements for the financial year ended on
31STMARCH, 2024.

OVERVIEW OF THE ECONOMY:

Global Fire Protection Systems Market Outlook. The global fire protection system market size was valued at
US$ 83.76 billion in 2022 and is expected to hit US$ 190.26 billion by 2032 poised to grow at a noteworthy
compound annual growth rate (CAGR) of 8.6% from 2023 to 2032.

Fire protection systems are deployed in the buildings to control, detect and aware the occupants of the
building regarding the happening of an incident and this will help in reducing the risk of any casualty and
save the property. This lucrative functionality of the fire protection systems is expected to drive the growth
of the fire protection system market. It consists of fire detectors, fire extinguishers, fire hydrant systems, fire
hose reels and automatic sprinkler systems.

FINANCIAL SUMMARY:-

The financial highlights are depicted below:

(Amount in Rs.)

Particulars

31/03/2024

31/03/2023

Revenue from operations

16,55,47,437

37,72,93,127

Other Income

33,52,933

1,91,84,438

Total Revenue

16,89,00,370

39,64,77,565

Expenditure

15,25,21,791

37,01,53,148

Profit / (Loss) before Finance Cost, Depreciation
& Amortization and Tax Expenses

1,63,78,579

2,63,24,417

Finance Cost

1,33,92,125

1,49,52,255

Depreciation & Amortization

13,92,947

15,09,691

Profit Before Tax

15,93,507

98,62,471

Less: Taxation

Current Tax

3,53,197

27,74,207

Deferred Tax

(15,233)

(28,290)

Total Tax (i ii)

3,37,964

27,45,917

Profit after Tax

12,55,543

71,16,554

Earning Per Equity Share:

Basic

0.19

1.08

Diluted

0.19

1.08

Note: The above figures are extracted from the financial statements.
FINANCIAL HIGHLIGHTS AND OPERATIONAL PERFORMANCE:-

The Key highlights pertaining to the business of the Company for the year 2023-24 and period subsequent
there to have been given hereunder:

The Total revenue from operations of the Company during the Financial year 2023-24 was lower at
Rs.16,89,00,370/- against the total revenue of Rs.39,64,77,565/- in the previous financial year 2022-23.The
Total expenses of the Company during the financial year 2023-24 was Rs.15,25,21,791/- against the
expenses of Rs. 37,01,53,148/- in the previous financial year 2022-23.

Finance Cost during the financial year 2023-24 stood at Rs. 1,33,92,125/- as against Rs.1,49,52,255/- in the
previous financial year 2022-23. The Depreciation cost for the financial year 2023-24 was Rs. 13,92,947/- as
against Rs.15,09,691/- for the previous financial year 2022-23.

The Profit after tax is Rs.12,55,543/- for the financial year 2023-24 as compare to Rs.71,16,554/- in the
previous financial year 2022-23.

SHARE CAPITAL:-

The Authorized Share Capital of the Company as on 31st March, 2024 was Rs. 10,00,00,000/- (Rupees Ten
Crore) divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- each.

The Paid up Share capital of the Company as on 31st March, 2024 was Rs. 10,00,00,000/- (Rupees Ten Crore)
divided into 1,00,00,000 (One Crore) Equity Shares of Rs.10/- each. (This paid up capital is after
consideration of issue of shares during the year under review)

Company issued and allotted 34,00,020 (Thirty Four Lacs Twenty Only) Equity Shares during the year under
review. 34,00,020 (Thirty Four Lacs Twenty Only) Equity Shares were allotted to 4 allottees in the Board
Meeting held on 23rd March, 2024 at an issue price of Rs. 20/- per share including a premium of Rs. 10/- per
share on preferential basis.

DIVIDEND:-

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial
position of the Company, your Directors have decided not to recommend any dividend for the period under
review.

RESERVES:-

During the current financial year (2023-24) our Company's net profit was Rs.12,55,543 /- as against the
profit of Rs. 71,16,553/- in P.Y. 2022-23, Your Directors have transferred whole amount of Profit Rs.
12,55,543/-to Reserve to strengthen the financial position of the Company in nearest future.

SUBSIDIARY AND JOINT VENTURE COMPANY:

The Company did not have any subsidiary or joint venture company during the year under review.

CHANGE IN NATURE OF BUSINESS:

No changes have been made in the nature of business carried out by the Company during the financial year
2023-24.

MAINTAINANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under Section
148(1) of the Companies Act, 2013.

APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:-
In accordance with the provisions of Section 152(6) of the Companies Act and Articles of Association, Mr.
Rakeshbhai Swadia (DIN: 00356657) Director of the Company, shall retire by rotation and being eligible
offers himself for re-appointment at the ensuing Annual General Meeting of the Company. Further during
the year under review no changes occurred in the composition of Board and Key Managerial Personnel of
the Company.

MEETINGS OF THE BOARD OF DIRECTORS:-

The Management is completely focused for the growth and expansion of the Company, it is busy developing
new horizons for increasing overall performance. It is further working towards reducing costs by making
optimum utilization of resources.

The Board met 5 times during the year on 30th May, 2023, 26thAugust, 2023, 13thNovember, 2023, 5th
December, 2023and 10thFebruary, 2024in 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.

Name of Directors

Category

Number of Meetings
Attended / Total
Meetings

held during the year
2023-24

Attendance at
the last AGM
held on 13th
December, 2023

Mr. Rakesh V. Swadia

Chairman and Managing
Director

5/5

Yes

Mr. Devarshi R. Swadia

Whole Time Director

5/5

Yes

Mrs. Nitaben R. Swadia

Non-Executive Director

5/5

Yes

Mr.Bhavinkumar O. Kachhwah

Independent Director

5/5

Yes

Mr. KunalSudhirbhai Shah

Independent Director

5/5

Yes

MEETING OF MEMBERS:

During the year under review, the Company called and convened the Annual General Meeting on 13th
December, 2023.

COMMITTEES MEETING:

As on 31st March, 2024 the Board had three committees i.e. Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. All the Committees are properly
constituted with proper composition of Independent Directors as mentioned in relevant provisions of
Companies Act, 2013.

A. AUDIT COMMITTEE AND ITS MEETINGS:

Audit Committee met 3 times during the year under review on 30th May, 2023,13th November, 2023 and 5th
December, 2023. Constitution of Audit Committee was as per the following:

Sr.

No.

Name of the Director

Status in Committee

Nature of Directorship

Total Meetings
Attended/ Total
Meetings Held

1.

KunalSudhirbhai Shah
(DIN:08177662)

Chairman

Independent & Non-Executive
Director

3/3

2.

RakeshVallabhbhaiS
wadia (DIN:
00356657)

Member

Non-Executive Director

3/3

3.

Bhavinkumar O.
Kachhwah (DIN:
08837036)

Member

Independent & Non-Executive
Director

3/3

B. NOMINATION & REMUNERATION COMMITTEE AND ITS MEETINGS:

Nomination & Remuneration Committee met once during the year under review on 30th May,
2023Constitution of Nomination & Remuneration Committee was as per the following:

Sr. No.

Name of the Director

Status in
Committee

Nature of Directorship

Total Meetings
Attended/ Total
Meetings Held

1.

Mr. Kunal Sudhirbhai
Shah

Chairperson

Independent & Non-Executive
Director

1/1

2.

Bhavinkumar O.
Kachhwah

Member

Non-Executive Director

1/1

3.

Mrs. Nitaben Rakeshbhai
Swadia

Member

Independent & Non-Executive
Director

1/1

C. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS:

Stakeholders Relationship Committee met 4 times during the year under review on 30th May, 2023, 26th
August, 2023, 13th November, 2023 and 10th February, 2024.

Constitution of Stakeholders Relationship Committee was as per the following:

Sr.

Name of the Director

Status in

Nature of Directorship

Total

Meetings

No.

Committee

Attended/

Total

Meetings Held

1.

Mr. Kunal Sudhirbhai Shah

Chairman

Independent & Non-Executive
Director

4/4

2.

Mr. Rakeshbhai
Vallabhbhai Swadia

Member

Non-Executive Director

4/4

3.

Bhavinkumar O.
Kachhwah

Member

Independent & Non-Executive
Director

4/4

OTHER INFORMATION RFI ATED TO ROAR D COMM ITTFFS-

Name of the
Committee

Composition of the Committee

Highlights of duties, responsibilities and
activities

Audit Committee
(This disclosure is
as per Section
177(8) of the
Companies Act,
2013)

Kunal Sudhirbhai Shah (DIN: 08177662)
Rakeshbhai VallabhbhaiSwadia
(DIN:00356657)

Bhavinkumar O. Kachhwah (DIN: 08837036)s

• All recommendations made by the
Audit Committee were accepted by the
Board.

• In accordance with the requirements of
the Companies Act, 2013, the Company
has formulated the policies including
the Vigil Mechanism Policy.

Nomination and

Remuneration

Committee

Kunal Sudhirbhai Shah (DIN: 08177662)
Nitaben Rakeshbhai Swadia (DIN: 00356722)
Bhavinkumar O. Kachhwah (DIN: 08837036)

• The Committee overseas and
administers executive compensation,
operating under a written charter
adopted by our Board of Directors.

Stakeholders

Relationship

Committee

Kunal Sudhirbhai Shah (DIN: 08177662)
Rakeshbhai Vallabhbhai Swadia (DIN:
00356657)

Bhavinkumar O. Kachhwah (DIN: 08837036)

• The Committee reviews and ensures to
redress investor grievances.

• The Committee noted that all the
grievances of the shareholders during
the year have been resolved.

INDEPENDENT DIRECTORS' MEETING:

As per Schedule IV of the Companies Act, 2013, a separate meeting of Independent Director was held on
10thFebruary, 2024 at registered office of the company situated at Ahmedabad to discuss the agenda items
as required under the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors confirming that they meet the
criteria of Independence as prescribed under 149(6) of the Companies Act, 2013 read with Rules issued
there under as well as Regulation 16(1) (b) of the Listing Regulations (including any Statutory modification(s)
or re-enactment(s) for the time being in force.)

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for
selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for
determining qualifications, positive attributes and independence of Directors.

The Nomination and Remuneration Policy has been uploaded on the website of the Company
at
www.ranjeet.co.in.

STATE OF COMPANY AFFAIRS:

The state of your Company's affairs is given under the heading 'Financial Highlights and Operational
Performance' and various other headings in this Report and the Management Discussion and Analysis, which
forms part of the Annual Report.

PARTICULARS OF EMPLOYEES:-

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received
remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2023-24.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement
annexed herewith as Annexure I.

DIRECTORS' RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is hereby
confirmed:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

• That 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 the profit or loss of the Company for the period ended
31.03.2024.

• That 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;

• That the Directors had prepared the annual accounts on a going concern basis.

• That the Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

• That 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.

BOARD EVALUATION:

The Companies Act, 2013 states that the formal annual evaluation needs to be made by Board of its own
performance and that of its Committees and individual Directors, Schedule IV of the Companies Act, 2013
states that performance evaluation of the Independent Directors shall be done by the entire Board of
Directors, excluding the director being evaluated.

The evaluation of all the Directors and the entire Board was conducted based on the criteria and framework
adopted by the Board. The Board approved the evaluation results as allotted by the Nomination and
remuneration committee. The Companies Act, 2013 states that the formal annual evaluation needs to be
made by board of its own performance.

AUDITORS' AND AUDITORS' REPORT-
STATUTORY AUDITOR

M/s Philip Fernandes & Co., Chartered Accountants, (Firm Registration No: 128122W) were appointed as
Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of
26th AGM till the conclusion of the 31stAGM, therefore their tenure of appointment will expire after the
conclusion of ensuing 31st Annual General Meeting of the Company.

Hence, the matter of appointment of M/S. ABHISHEK KUMAR AND ASSOCIATES, CHARTERED
ACCOUNTANTS, AHMEDABAD (FIRM REGISTRATION NO: 130052W)
as the Statutory Auditors of the
Company pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there
under, has been included in the Notice calling the 31st Annual General Meeting of the Company.

Appointment of M/S. ABHISHEK KUMAR AND ASSOCIATES, CHARTERED ACCOUNTANTS, AHMEDABAD (FIRM
REGISTRATION NO: 130052W) as the Statutory Auditors of the Company is proposed for a consecutive term
of 5 years i.e. from the conclusion of 31st Annual General Meeting to the conclusion of 36th Annual General
Meeting of the Company. Further the Company has received letter of consent of appointment from the
proposed Statutory Auditors.

The Auditors' Report is self-explanatory and do not call for any further comments. There is no qualification,
reservation, adverse remark or disclaimer by the Statutory Auditors in their report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms. RiddhiKhaneja
and Associates, Company Secretaries, Ahmedabad, to undertake the Secretarial Audit of the Company's
Secretarial and related records for the year ended on 31st March, 2024. Secretarial Audit Report for FY 2023¬
24 is enclosed as Annexure - II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies
Act, 2013.

INTERNAL CONTROL SYSTEMS:-

The Company's internal control systems are adequate and commensurate with the nature and size of the
Company and it ensures:

• Timely and accurate financial reporting in accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

• Compliance with applicable laws, regulations and management policies.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extracts of Annual return in form MGT-9, as required under Section 92 of the
Companies Act, 2013 is included in this Report as Annexure IV and forms integral part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTS:

In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management Discussion and Analysis is set out in this Annual Report as
Annexure III.

DEPOSITS:-

The Company has neither accepted/invited any deposits u/s 73 to 76 of the Companies Act, 2013 during the
period.

PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:-

The Company has not given any loans or guarantees during the year under review within the purview of
Section 186 of the Companies Act, 2013. The details of the investments made by Company are given in the
notes to investments in the financial statements.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED
PARTIES:-

The Company has not entered into any material contract or arrangements with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:-

No Material changes occurred affecting the financial position of the company occurred between the ends of
the financial year to which this Financial Statement relate and the date of the Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:-

During the year under review, there were no significant and material orders passed by the regulators or
courts or tribunals that would impact the going concern status and Company's operation in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:-

The Company has zero tolerance towards sexual harassment at the workplace and further itensures that
there is a healthy and safe atmosphere for every women employee at the workplace and made the
necessary policies for safe and secure environment for women employee.

RISK MANAGEMENT:

The Company's approach to addressing business risks is comprehensive and includes periodic review of such
risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management
framework is reviewed periodically by the Board and the Audit Committee.

Some of the risks that the Company is exposed to are: Financial Risks, Commodity Price Risk, Regulatory
Risk, Human resource Risk, Strategic Risk, etc.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS:-

The Company has pride in the commitment, competence and dedication shown by its employees in all areas
of business. The Company has a structured induction process at allocations and management development
programs to upgrade skills of managers.

The Company is committed to nurturing, enhancing and retaining top talent through superior learning &
Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the
organization's growth and its sustainability in the long run.

HEALTH, SAFETY AND ENVIRONMENT:-

The Company is taking continuous steps and also developing environment friendly processes for effective
resource management with specific focus to energy, water and basic raw materials. Monitoring and specific
review of system regarding health, safety and environment is done on a continuous basis with emphasis and
focus given to safety at workplace.

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

i. Conservation of Energy:

a) Company ensures that the manufacturing operations are conducted in the manner whereby optimum
utilization and maximum possible savings of energy is achieved.

b) No specific investment has been made in reduction in energy consumption.

c) As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its
impact on cost cannot be stated accurately.

d) Since the Company does not fall under the list of industries, which should furnish this information in Form-A
as annexed to the aforesaid Rules, the question of furnishing the same does not arise.

ii. Technology Absorption:

Company's products are manufactured by using in-house know how and no outside technology is being used
for manufacturing activities. Therefore no technology absorption is required.

iii. Foreign Exchange Earning and Outgo:

During the period under review the foreign exchange earnings and outflow was as follows:

Year 2023-24

Amount in Rs

Foreign Earnings

Nil

Foreign Outflow

Nil

CORPORATE GOVERNANCE:

Details regarding Corporate Governance Report of the Company , this is to inform you that Regulation 27(2)
as per Clause 15 of the Chapter IV of SEBI (LODR) Regulation, 2015 is not applicable as the Company is listed
on the BSE- SME platform since 26th September, 2018. Whenever this regulation becomes applicable to the
Company at a later date, we will comply with the requirements of those regulations within six months from
the date on which the provisions become applicable to our Company.

CORPORATE SOCIAL RESPONSIBILITY:-

Section 135 of the Companies Act, 2013 and framed Rules there under provides that certain Companies are
required to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides
formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the
manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013
and the Rules framed there under for the financial year under report. CSR Committee of the Board will be
constituted at the time of applicability, of section 135 of the Act. Hence CSR report is not required to be
annexed.

INSIDER TRADING REGULATIONS:

The Company has notified and adopted the Code of Prevention of Insider Trading and Fair Disclosure of
Unpublished Price Sensitive Information made pursuant to SEBI (Prohibition of Insider Trading) Regulations,
2015. The said Codes are published on the website of the Company. The Company has suitably amended the
aforesaid Codes to align them with the amendments introduced by SEBI, w.e.f. 1st April, 2019.

VIGIL MECHANISM:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for
reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle Blower Policy under
which the employees are free to report violations of applicable laws and regulations and the Code of
Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under
review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has
been uploaded on the website of the Company.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loan taken from Banks and
Financial Institutions.

APPRECIATION:-

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at
all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business
associates, regulatory and government authorities for their continued support.

BY ORDER OF THE BOARD OF DIRECTORS

RANJEET MECHATRONICS LIMITED

SD/-

DATE: 06/09/2024 RAKESH V. SWADIADIN: 00356657

PLACE: AHMEDABAD CHAIRMAN AND MANAGING DIRECTOR