Ring Plus Aqua Limited Unlisted Shares

Annual Report Summary

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.