RDC Concrete (India) Private Limited, operating across various Indian locations, presents its annual report for 2023-24. Anil Kumar Banchhor serves as the Managing Director & CEO, supported by Directors Souvik Sengupta and Aaditya Sharda, and CFO Manish Modani. The statutory auditor is Walker Chandiok & Co LLP.
**Notice and AGM:**
The 31st Annual General Meeting is scheduled for June 24, 2024, to address key resolutions, including:
* Adoption of Standalone and Consolidated Financial Statements for the year ended March 31, 2024.
* Ratification of Cost Auditors' remuneration for the financial year ending March 31, 2025; Pankaj Tiwari & Co. is proposed as the cost auditor with remuneration of Rs. 1,50,000 + GST.
* Re-classification and increase in Authorized Share Capital, altering the Capital clause of the Memorandum of Association, increasing from Rs. 83,05,00,000 to Rs. 130,00,00,000. This involves reclassifying existing preference shares into equity shares.
* Conversion of the company from a Private Limited to a Public Limited Company.
* Adoption of a new set of Memorandum of Association, aligning it with the new Companies Act, 2013, with no changes to main objectives.
* Adoption of a new set of Articles of Association, aligning it with SEBI regulations and listing requirements.
**Financial Performance (Year Ended March 31, 2024):**
The company's financial results compared to the previous year are:
| Particulars | Standalone (₹ Millions) | Consolidated (₹ Millions) |
| -------------------------- | ----------------------- | ----------------------- |
| | 2024 | 2023 | 2024 | 2023 |
| Income | 19,700.59| 14,410.49| 20,360.64| 14,609.13|
| Profit/Loss after Tax | 387.48 | 294.74 | 410.61 | 294.86 |
The company reported total revenue of ₹19,700.59 Million (standalone) for the financial year ended March 31, 2024, versus ₹14,410.49 Million in the previous year, along with net profit of ₹387.48 Million (standalone) versus ₹294.74 Million. They are hopeful for improved future performance.
**Operational and Strategic Developments:**
* The company is primarily engaged in manufacturing and supplying Ready Mix Concrete (RMC). There was no change in management.
* Private Placement: Filed offer letter for NCDs worth ₹490 Million, and the NCDs were listed on BSE Debt Segment effective April 18, 2023, secured by pledge of shares of Hella Infra Market Private Limited and personal guarantees. The debentures have a fixed coupon rate of 11.25% p.a. and monthly repayment with redemption on April 6, 2025.
* Subsidiaries: As of March 31, 2024, the company has two subsidiaries, Ultrafine Mineral & Admixtures Private Limited and Neptune Readymix Concrete Private Limited.
**Other Key Points:**
* The Board did not recommend the transfer of any amount to reserves.
* There were no material transactions with related parties, beyond arrangements with the Holding Company at arm's length. Details of these are in Annexure-II.
* The Company granted loans and guarantees to its subsidiary, Ultrafine Mineral & Admixtures Private Limited. The related disclosures are in Note 7 and 46.
* Significant changes to authorized share capital occurred during the year, including cancellation of preference shares and increase in equity shares, detailed in Item No. 3.
* The company has credit rating of IND A-/NEGATIVE from India Rating and Research Private Limited for listing of non-convertible debentures on BSE Limited.
* Ajay Ghorpade resigned as Company Secretary, replaced by Teeshula Pravin Kale.
* The Board of Directors met 17 times during the year.
* Corporate Social Responsibility: The company was required to spend 6.15 Million; they spent ₹6.04 Million and deposited the balance in the Prime Minister's National Relief Fund.
* The company has designed a Risk Management Policy and Internal Control Systems.
* The auditors noted a non-enablement of the audit trail feature at the database level for certain accounting software used by a subsidiary.
* Necessary resolution for ratification of remuneration payable to the Cost Auditors is included in the Notice of ensuing AGM for seeking approval of members.
**Subsidiary Performance (Annexure I):**
The document provides financial highlights for Neptune Readymix Concrete Private Limited and Ultrafine Mineral & Admixtures Private Limited, showcasing key financial figures, including share capital, reserves & surplus, total assets and liabilities, turnover, and profit before and after tax. Neither company has any debt.
**Other Disclosures:**
* Corporate governance regulations are not applicable due to the company’s limited value of listed debt securities.
* The company has complied with provisions related to sexual harassment of women at the workplace.
* Compliance with Secretarial Standards: The company has complied with the provisions of all applicable secretarial standards.
* Non-Convertible Debentures: The company's NCDs are listed on BSE Limited.
* Debenture Trustee: Catalyst Trusteeship Limited serves as the debenture trustee.
* Compliance with Insider Trading: Complies with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015.
* The company affirms there were no revisions to financial statements, issuance of differential rights shares, non-exercised voting rights by employees, or receipt of commission by directors from subsidiaries.
**Auditors' Report:**
Walker Chandiok & Co LLP have issued an unmodified opinion on both the standalone and consolidated financial statements. Key audit matters include recoverability of trade receivables.
**Risk Factors:**
* The Group is exposed to risks relating to interest rates, liquidity and credit. The Group maintains a policy of providing 30 to 120 days credit to its customers
* The Group’s financial instrument is also exposed to movement in interest rate risks
* The Company has purchased an insurance policy as a way to reduce asset and liability matching concerns
The report concludes with acknowledgements to customers, shareholders, suppliers, and other stakeholders.
