Ring Plus Aqua Limited Unlisted Shares Annual Reports

Ring Plus Aqua Limited Unlisted Shares

RING PLUS AQUA LIMITED - Summary of 37th Annual Report (FY 2023-24) Ring Plus Aqua Limited ("RPAL" or "the Company"), a Raymond Group Company, headquartered in Thane, Maharashtra, India, manufactures and exports Ring Gears, Flexplates, Water Pump Bearings, and machined components for both auto and non-auto sectors. The annual report covers the business and operations for the financial year ended March 31, 2024. **Financial Performance:** * Gross Revenue: Rs. 43,111.98 Lakh (Previous Year: Rs. 37,480.74 Lakh). * Profit before exceptional items and tax: Rs. 8,019.75 Lakh (Previous Year: Rs. 5,516.75 Lakh). * The company paid Rs. 302.06 Lakh towards Voluntary Retirement Scheme opted for by its employees at Sinnar, Nashik. **Material Changes and Commitments:** * No material changes or commitments affecting the financial position occurred between the end of the financial year and the date of the report. * No change in the nature of the Company's business during the year. **Acquisition and Scheme of Arrangement:** * Acquisition of majority stake of 59.25% in Maini Precision Products Limited ('MPPL'). The consideration for this acquisition was approximately Rs. 682 Crore. * Composite Scheme of Arrangement: Between JK Files & Engineering Limited (the 'Demerged Company' or 'JKFEL'), New Company (the 'Resulting Company' or the 'Transferee Company' or 'New Co'), Ring Plus Aqua Limited (the 'Transferor Company 1' or 'RPAL'), and Maini Precision Products Limited (the ‘Transferor Company 2' or ‘MPPL’). **Dividend & Reserves:** * No dividend was paid to shareholders during the review. * No amounts transferred to the reserves of the company. **Statutory Auditors:** * M/s. Price Waterhouse Chartered Accountants LLP appointed as Statutory Auditors for 5 years (from the conclusion of 35th AGM to 40th AGM). * No audit qualification in the standalone financial statement. **Internal Control Systems:** * Adequate and effective internal control and risk-mitigation system, constantly assessed and strengthened. * Internal and operational audit entrusted to M/s. Ernst & Young LLP Chartered Accountants. * The Audit Committee of the Board and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions. **Share Capital:** * Authorized Share Capital: Rs. 30,00,00,000. * Paid-up Equity Share Capital: Rs. 7,75,66,710. * No shares issued with differential voting rights or sweat equity. **Debt Securities:** * The company issued Non-Convertible Debentures (NCDs) amounting to Rs. 200 Crore during the year under review. These NCDs are unlisted, rated, redeemable. **Public Deposits:** * No public deposits accepted under Section 73 of the Companies Act, 2013. **Directors:** * Shri Ravikant Uppal retiring by rotation at the upcoming AGM and offers himself for re-appointment. A brief profile, qualifications, and other directorships are provided. * Independent Directors have given declarations of meeting independence criteria. * Five Board Meetings held during the year. * One circular resolution for termination of Ring Plua Aqua Limited Employee Stock Option Plan, 2019, and approval of Ex-Gratia Payment to ESOP Grantees. **Board Evaluation:** * The Board carried out an evaluation of its performance, its committees, and directors individually. **Key Managerial Personnel:** * Shri Manish Kothari appointed as CFO, w.e.f. May 2, 2023. **Committees of the Board:** * **Audit Committee:** Composition as of March 31, 2024: Shri Parthiv Kilachand (Chairman), Shri Shiv Surinder Kumar, Shri B.K. Chaturvedi. Four meetings held during the year. * **Nomination and Remuneration Committee:** Composition as of March 31, 2024: Shri Shiv Surinder Kumar (Chairman), Shri Parthiv Kilachand, Shri Satish Chand Mathur. * **Committee of Directors:** Composition as of March 31, 2024: Shri B.K. Chaturvedi (Chairman), Shri V. Balasubramanian. Seven meetings held during the period. * **Corporate Social Responsibility Committee:** Composition as of March 31, 2024: Shri Parthiv Kilachand (Chairman), Shri V. Balasubramanian, Shri Satish Chand Mathur. **Vigil Mechanism:** * The company has formulated a Vigil Mechanism/Whistle Blower policy. **Related Party Transactions:** * All Related Party Transactions approved by the Audit Committee in compliance with the Companies Act, 2013. Transactions were in the ordinary course of business and on an arm's length pricing basis. **Maini Precision Products Limited (MPPL):** * The company acquired 59.25% stake in MPPL for approximately Rs. 682 Crore. **Risk Management:** * The company is exposed to market fluctuations of foreign exchange, interest rates, commodity prices, business risks, compliance risks and people's risk. **Directors' Responsibility Statement:** * Directors confirm adherence to accounting standards, policies, maintenance of records, and preparation of accounts on a going concern basis. **Conservation of Energy, Technology Absorption & Foreign Exchange:** * Details provided in "Annexure B," including steps taken for energy conservation, technology absorption efforts, and foreign exchange earnings and outgo. * Successfully installed and commercially operationalized a 4.25 MWp solar power plant for SGD-I via group Captive Model with initiatives to expect @ 60% of total power consumption will be green energy and savings of approx. INR 1.4Crs for FY25. * The company has developed flywheel assemblies for export customer. * The company has developed Shield ring, ABS ring & Mass Ring. * During the year FY 2023-24, foreign exchange earnings were Rs. 211.35 Crore (Previous Year: Rs. 160.74 Crore). The foreign exchange outgo during the year was Rs. 8.84 Crore (Previous Year: Rs. 11.51 Crore). **Secretarial Audit:** * M/s. DM & Associates, Company Secretaries LLP appointed as Secretarial Auditor. The Secretarial Audit Report is provided as "Annexure C." **Employee Stock Option Plan:** * The company terminated the Ring Plus Aqua Limited - Employee Stock Option Scheme 2019 ("RPAL ESOP 2019"). **Sexual Harassment Policy:** * The company has formulated and implemented a policy on prevention of sexual harassment at workplace. **Significant and Material Orders:** * No significant and material orders issued against the Company. **Other Disclosures:** * No application made under the Insolvency and Bankruptcy Code. **CSR Activities (Annexure A):** * CSR initiatives focus on holistic development of host communities, creating social, environmental, and economic value. Rs. 88 Lakhs spent on CSR. * The Corporate Social Responsibility (“CSR”) Committee spent an amount of Rs. 88 Lacs in pursuance of its CSR with a focus on promoting healthcare, contributing towards the Har Ghar Tiranga campaign, and promoting education. **Auditor's Report (Annexure B):** * Details are available to the extent applicable, includes details on Property, Plant & Equipment, Inventory, investments, and loans. **Other Key Highlights:** * The board has approved financial restatements in accordance with accounting principles. * The company is exposed to risks from market fluctuations, compliance matters, and other uncertainties. * Details of remuneration paid to managerial personnel in accordance with Section 197. * Auditors' opinions are presented regarding various aspects including financial records, compliance, and adherence to relevant standards. * A going concern assessment is made, and the company's ability to meet its obligations is evaluated. * The report confirms compliance with relevant regulations and laws.

Ring Plus Aqua Limited Unlisted Shares

The following is a comprehensive summary of the Ring Plus Aqua Limited 36th Annual Report for FY 2022-23: **Overview** The report presents the business and operations of Ring Plus Aqua Limited (RPAL) along with the audited financial statements for the year ended March 31, 2023. The 36th Annual General Meeting (AGM) will be held on September 18, 2023. **Financial Performance** The company's gross revenue for FY 2022-23 stood at Rs. 378.47 crores, up from Rs. 323.95 crores in the previous year. The company reported a profit before exceptional items and tax of Rs. 55.17 crores, compared to a profit of Rs. 51.58 crores in the previous year. The company paid Rs 3.35 Crore towards Voluntary Retirement Scheme. **Board of Directors and Key Personnel Changes** Shri Ravikant Uppal is the Chairman, and several individuals serve as Non-Executive and Independent Directors. Smt. Rashmi Mundada was appointed as a Non-Executive Director w.e.f. March 10, 2023. Manish Kothari was appointed Chief Financial Officer w.e.f. May 02, 2023. Ms. Reshma Ramchandani, Company Secretary, and Shri Sitesh Maheshwari, Chief Financial Officer, resigned during the year. **Auditor Information** M/S. Price Waterhouse Chartered Accountants LLP are the Statutory Auditors. M/S. DM & Associates, Company Secretaries LLP are the Secretarial Auditors. M/S. Ernst & Young LLP are the Internal Auditors. The Statutory Auditors' report indicated no audit qualifications in the standalone financial statement. **Share Capital** The authorized share capital of the company is Rs. 30,00,00,000. The paid-up equity share capital is Rs. 7,75,66,710. The company has not issued shares with differential voting rights or sweat equity. **Corporate Governance** The company has complied with applicable Secretarial Standards. The Board has constituted an Audit Committee, a Nomination and Remuneration Committee, and a Corporate Social Responsibility (CSR) Committee. A Vigil Mechanism/Whistle Blower policy is in place. **Related Party Transactions** All related party transactions are approved by the Audit Committee and are in the ordinary course of business on an arm's length pricing basis. **Subsidiaries and Joint Ventures** The company does not have any subsidiaries, joint ventures, or associate companies. **Risk Management** The company is exposed to foreign exchange, interest rates, commodity prices, business, compliance, and people's risk. The Audit Committee reviews and monitors these risks. **Directors' Responsibility Statement** The directors confirm that the financial statements comply with accounting standards, present a true and fair view of the company's affairs, and that adequate accounting records and internal control systems are in place. **Conservation of Energy and Technology Absorption** Various steps have been taken for energy conservation, resulting in savings. A solar power plant has been installed. Capital investments have been made for energy-efficient equipment. Efforts were made towards technology absorption. **Foreign Exchange Earnings and Outgo** Foreign exchange earnings were Rs. 160.74 crore, and foreign exchange outgo was Rs. 11.51 crore. **Sexual Harassment Policy** The company has a policy on prevention of sexual harassment at the workplace, and no complaints were filed during the year. **CSR Activities** The company spent Rs. 69 Lakhs on CSR activities, focusing on holistic development of host communities. The CSR Committee includes Shri Parthiv Kilachand, Shri V. Balasubramanian, and Shri Satish Chand Mathur. **Details of Directors seeking Appointment/Re-Appointment** Shri B.K. Chaturvedi, retiring by rotation, is recommended for reappointment. Smt. Rashmi Mundada, appointed as an Additional Director, is proposed for appointment as a Non-Executive Woman Director. **Employee Stock Option Plan** The company has an Employee Stock Option Scheme 2019 but no grants were made during the year. **Auditor's Report** The Price Waterhouse Chartered Accountants LLP report expresses an unqualified opinion on the financial statements, stating they present fairly the financial position and performance of the company. Internal financial controls are adequate and operating effectively. **Notice by Central Government** During the year under review, a notice was received by the Company for non-maintenance of Cost Records as specified by the Central Government. The Company replied. **Key Financial Data (from Balance Sheet)** Equity Share Capital: 775.67 lakhs Other Equity: 15,418.17 lakhs Total Assets: 26,097.76 lakhs **Key Financial Data (from Statement of Profit and Loss)** Revenue from Operations: 37,480.74 lakhs Profit for the Year: 3,911.05 lakhs **Annual General Meeting Details** The 36th AGM of the Company will be held on Monday, September 18, 2023, at 2:30 PM at the Registered Office of the Company at D-3,4, Sinnar Taluka Audyogik Vasahat Maryadit Village Musalgaon, Taluka Sinnar, Nasik 422112, Maharashtra.

Ring Plus Aqua Limited Unlisted Shares

RING PLUS AQUA LIMITED - 35th ANNUAL REPORT Summary: **Company Overview and Financial Highlights:** Ring Plus Aqua Limited (RPAL), a Raymond Group Company, manufactures and exports ring gears, flexplates, and water pump bearings for the auto and non-auto sectors. RPAL's 35th Annual Report for the financial year 2021-22 highlights its strong financial performance, including a gross revenue of Rs. 323.89 crores (compared to Rs. 203.69 crores in the previous year) and a profit before tax of Rs. 51.58 crores (compared to Rs. 28.58 crores previously). The company did not transfer any amount to reserves. **Annual General Meeting (AGM) Details:** The 35th AGM was scheduled for July 8, 2022, to transact ordinary and special business. Ordinary business included adopting the audited financial statements and the reports of the Board of Directors and Auditors, appointing a Director in place of Shri Balasubramanian Vishwanathan (who retires by rotation and is eligible for reappointment), and confirming an interim dividend of Rs. 93/- per equity share as final dividend. A special resolution was put forth to approve payment of Commission to Non-Executive Directors based on Net Profits of the Company for FY 2021-22 and the next 3 years. Shri Satish Chand Mathur, who was appointed as an Additional - Independent Director w.e.f 15.09.2021, was to be appointed as an Independent Director. **Board of Directors and Key Personnel:** The Board of Directors included Shri Ravikant Uppal (Chairman), Shri Bhuwan Kumar Chaturvedi (Non-Executive Director), Shri Ganesh Kumar Subramanian (Non-Executive Director, resigned 31.01.2022), Shri V. Balasubramanian, Shri Parthiv Kilachand (Independent Director), Shri Shiv Surinder Kumar (Independent Director), and Shri Satish Chand Mathur (Additional - Independent Director). Shri Sitesh Maheshwari served as the Chief Financial Officer, and Miss Reshma Ramchandani was the Company Secretary. The Statutory Auditors were M/S. PRICE WATERHOUSE CHARTERED ACCOUNTANTS LLP. **Material Changes and Commitments:** There were no material changes affecting the financial position except for the change in the holding company from Scissors Engineering Products Limited to JK Files & Engineering Limited. **Operations and Future Outlook:** The company experienced a robust growth of 59% in total revenues despite the COVID-19 pandemic, driven by increasing its business share with existing customers and developing new businesses. The company ramped up resources and initiated capacity expansion projects for ring gears and water pump bearings, expected to be available from the first quarter of FY 2022-23. **Statutory Auditors:** M/s. Price Waterhouse Chartered Accountants LLP were re-appointed as Statutory Auditors for a second term of five years. There were no audit qualifications in the standalone financial statement. **Internal Control Systems:** The company maintained an adequate and effective internal control and risk-mitigation system. **Share Capital:** The Authorized Share Capital of the Company is Rs. 30,00,00,000 and the paid up Equity Share capital of the Company is Rs. 7,75,66,710. **Directors and Key Managerial Personnel:** Shri Balasubramanian Vishwanathan retired by rotation and offered himself for reappointment. Shri Satish Chand Mathur was appointed as an Additional Director. **Board Meetings and Evaluation:** Nine Board Meetings were held during the year. The Board carried out an evaluation of its own performance, its Committees, and individual Directors. **Secretarial Standards and Reporting of Frauds:** The company complied with applicable Secretarial Standards. There were no instances of fraud requiring reporting by the Statutory Auditors. **Committees of the Board:** The Board included an Audit Committee (Shri Parthiv Kilachand-Chairman, Shri Shiv Surinder Kumar and Shri B.K. Chaturvedi-Members), a Nomination and Remuneration Committee (Shri Shiv Surinder Kumar-Chairman, Shri Parthiv Kilachand and Shri Satish Chand Mathur-Members), and a Corporate Social Responsibility Committee (Shri Parthiv Kilachand-Chairman, Shri V. Balasubramanian and Shri Satish Chand Mathur-Members). **Maintenance of Cost Records and Vigil Mechanism:** The provision for maintenance of cost records was not applicable. The company formulated a Vigil Mechanism/Whistle Blower policy. **Related Party Transactions:** Related Party Transactions were approved by the Audit Committee. **Conservation of Energy, Technology Absorption, and Foreign Exchange:** The company undertook various initiatives for energy conservation, leading to savings. Foreign exchange earnings were Rs. 155.61 crore, while outgo was Rs. 0.68 crore. **Employee Stock Option Plan (ESOP):** The company has an Employee Stock Option Scheme 2019 to incentivise employees with outstanding Options as on March 31, 2022 numbering 108,232. **Corporate Social Responsibility (CSR):** The company constituted a CSR Committee and spent Rs. 68 Lacs in pursuance of its CSR. The initiatives of the Company mainly focused on: COVID vaccinations, purchasing of ambulances and purchase of computers and providing training to underprivileged children.

Ring Plus Aqua Limited Unlisted Shares

RING PLUS AQUA LIMITED - 34th Annual Report 2020-21 Summary: **Overview:** Ring Plus Aqua Limited held its 34th Annual General Meeting (AGM) on September 14, 2021, via video conferencing (VC) to discuss the company's financial performance for the year ending March 31, 2021, and other relevant matters. The company manufactures Ring Gears, Flexplates, and Shaft Bearings. **Key Personnel:** The report lists the Board of Directors, including Chairman Shri Ravikant Uppal, and mentions changes in the board composition during the year, such as resignations and appointments of directors like Shri Gautam Hari Singhania, Shri Vipin Agarwal, Shri Bhuwan Kumar Chaturvedi and Shri Shiv Surinder Kumar. Other key personnel mentioned include Chief Financial Officer Shri Sitesh Maheshwari and Company Secretary Miss Reshma Ramchandani. The Statutory Auditors are M/s. Price Waterhouse Chartered Accountants LLP. **AGM Agenda:** * Adoption of the Audited Financial Statement for the year ending March 31, 2021 * Re-appointment of Shri Ravikant Uppal, who retires by rotation * Re-appointment of Shri V. Balasubramanian as Whole-Time Director (Executive Director) for a further period of 3 years. His remuneration for the year ended March 31, 2021, was 129.14 lakh. * Appointment of Shri Bhuwan Kumar Chaturvedi as a Non-Executive and Non-Independent Director. * Appointment of Shri Shiv Surinder Kumar as an Independent Director for a term of 5 consecutive years. **AGM & E-Voting Information:** The AGM was conducted through VC/OAVM facility. The notice details the process for members to participate through remote e-voting and the e-voting cut-off date (September 7, 2021). It also provides contact information for assistance with e-voting. National Securities Depository Limited (NSDL) provided the facility for remote e-Voting. **Financial Performance (FY 2020-21):** * Gross Revenue: ₹203.69 crores (Previous Year: ₹210.74 crores) * Profit Before Tax: ₹28.58 crores (Previous Year: Profit ₹25.37 crores) * Net Sales and Other Income: 20,369.41 Lakh * Operating Profit (before interest, depreciation and tax): 4,031.36 Lakh * Foreign exchange earnings was 102.29 crore and outgo was 1.60 crore. **Dividend & Reserves:** No dividend was recommended for the financial year 2020-21. The company has not transferred any amount to the reserves of the company. **COVID-19 Impact:** The report acknowledges the impact of the COVID-19 pandemic on the company's operations and the economy. While there was a marginal drop in revenues, the company implemented operational excellence and cost reduction measures. **Directors' Report:** The Directors' Report notes no audit qualifications. Shri Ravikant Uppal will retire by rotation. Details of loans, guarantees, and investments are in the financial statement notes. **Corporate Social Responsibility (CSR):** The company spent ₹74 Lakh in pursuance of its CSR activities. The report includes a CSR policy and a report on CSR activities. The policy is available on the company's website (www.ringplusaqua.com). **Employee Stock Option Plan (ESOP):** The company has a Ring Plus Aqua Limited Employee Stock Option Scheme 2019 ("RPAL ESOP 2019"). **Risk Management:** The Company's risk management covers market fluctuations, interest rates, commodity prices, business risks, compliance risks and people's risk. These risks are assessed and steps are taken to mitigate these risks. **Internal Control Systems:** The company has entrusted internal audit to M/s. Mahajan & Aibara Chartered Accountants LLP and mentions a robust Management Information System. **Auditors:** M/s. Price Waterhouse Chartered Accountants LLP were the statutory auditors and confirmed their re-appointment. **Additional Key Points:** * A vigil mechanism is in place for directors and employees. * All related party transactions were at arm's length. * The company’s performance in relation to productivity has increased. * The company has complied with applicable Secretarial Standards. * The annual return is available on the company website. * In the event of inadequacy of profits, Shri V. Balasubramanian will be paid the remuneration comprising salary, perquisites and benefits as detailed above as minimum remuneration subject to necessary approval as required by law. * The company is taking efforts to improve on losses or inadequacy of profits. The report includes several annexures detailing information on Directors seeking appointment, Corporate Social Responsibility, conservation of energy, Secretarial Audit, and details of share capital/debentures. It also provides detailed financial statements and related notes.