Your directors take pleasure in presenting the 36th Directors Report together with Audited Financial Statements and the Auditor's Report for the Financial Year March 31, 2025. The Board extends a warm welcome to all our public shareholders and looks forward to your ongoing trust and support.
As of the date of this Report, the Company is actively engaged in executing the terms of the approved Resolution Plan and is fully committed to ensuring timely and effective compliance with all stipulated obligations. This includes operational realignment, financial restructuring and restoring stakeholder confidence.
The Board would like to express its sincere appreciation to all stakeholders, including the public shareholders, lenders, regulatory authorities, employees, and business partners, for their support and patience during the resolution process. The Company is optimistic about the path ahead and is committed to rebuilding a financially sustainable and operationally sound organization.
We extend a warm welcome to our shareholders and assure you of our resolve to steer the Company toward long-term stability, compliance, and growth. Your trust and continued support are critical as we work through this phase of recovery and transformation.
Your Company has prepared the Financial Statements for the financial year ended March 31, 2025 under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and has recast the Financial Statements relating to the previous financial year ended March 31, 2025 in order to make them comparable.
|
Particulars
|
Year ended
|
Year ended
|
| |
31-3-2025
|
31-3-2024
|
|
Revenue from Operations
|
-
|
-
|
|
Other income
|
-
|
0.98
|
|
Total income
|
-
|
0.98
|
|
Purchase of Stock in trade
|
-
|
-
|
|
Changes in Stock
|
-
|
-
|
|
Employees benefits expenses
|
-
|
5.70
|
|
Finance Cost
|
-
|
0.01
|
|
Deprecation
|
-
|
-
|
|
Other expenditure
|
30.03
|
36.64
|
|
Total Expense
|
30.03
|
36.64
|
|
Profit / (loss) before exceptional items & provision for tax
|
-30.03
|
(35.66)
|
|
Less: Exceptional items
|
-
|
972.64
|
|
Profit / floss) Before Tax
|
(30.03)
|
(1008.31)
|
|
Less: Tax Expenses
|
-
|
-
|
|
Net Profit / (loss) after Tax for the year
|
(30.03)
|
(1008.31)
|
|
Balance carried forward to Balance Sheet
|
(30.03)
|
(1008.31)
|
|
Earnings per Share
|
(0.33)
|
(11.20)
|
There has been no change in the business of the Company during the financial year ended March 31, 2025.
The Company has transferred loss of Rs. 30.03 lakhs to the Reserves and Surplus account
In view of the accumulated losses and restructuring through capital restructuring and the constitution of Board of Directors pursuant to approved Resolution Plan, the Company is still in process of establishing the proper channels for re-commencement of operations of the Business. Considering the same, the newly constituted Board of Directors does not recommend any dividend during the year under review.
The Company is confident that the ongoing capacity will enable it to cater to the growing market demand, enhance its market share, and create sustained value for its stakeholders.
However, Company has adopted the Dividend Distribution Policy of the Company pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (“Listing Regulations”), which is available on the Company's website www.rushabhbearings.com.
During the year under review, there has been no change in the Nature of the Business carried on by the company.
During the Financial Year and between the end of Financial Year 2024-25 and Date of Report the following key changes have taken place:
• As part of the implementation of the approved Resolution Plan under the Corporate Insolvency Resolution Process (CIRP), the Company ratified, cancelled, and extinguished its entire existing share capital comprising 90,00,100 equity shares of ^10/- each, which were held by the erstwhile shareholders. Subsequently, on July 3, 2024, the Company approved the allotment of 90,00,000 fresh ordinary equity shares of ^10/- each, in the ratio and manner prescribed under the Resolution Plan. Of this fresh issue, 95% is held by the Resolution Applicant, Real Mazon India Limited, with the balance allotted to the existing and identified public shareholders on a proportionate basis, in accordance with the terms of the Plan. The corporate action related to the cancellation and re-issuance of shares is currently underway. The Company has already initiated the process to obtain a new ISIN from both NSDL and CDSL and has duly intimated the stock exchanges regarding the same.
The Company remains actively engaged with all relevant stakeholders and authorities to ensure timely completion of this process and full compliance with all statutory and regulatory requirements.
During the period under review, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
During the year under review, there was no change in the Registered office of the company and the Company continues to hold its registered office at Vijay industrial gala No 214, 2nd floor, Chincholi Bunder, Link Road, Malad, Mumbai, Malad West, Maharashtra, India, 400064.
The Company has not revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.
During the Financial Year 2024-25, the Company did not record any revenue or other income. The total expenditure incurred for the period ended 31st March, 2025 amounted to ^30.03 lakhs. Consequently, the Company reported a loss of ^30.03 lakhs for the year under review.
Despite the current challenges, the Board of Directors remains optimistic about the long-term prospects of the Company. The Company in accordance with resolution plan, is still in process of establishing the proper channels for re-commencement of operations of the Business
a. AUTHORISED SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore only) divided into 1,50,00,000 Equity Shares (One Crore and Fifty Lakhs Only) of Rs. 10/- (Rupees Ten only) each.
b. PAID UP CAPITAL
The existing Paid-Up Equity Capital of the Company stands reduced pursuant to approved resolution plan and further by the approval of reconstituted Board of Directors in its meeting held on 03rd July, 2024 from 9,00,01,000 divided into 90,00,100 Equity Shares of Rs. 10 each fully paid up to 9,00,00,000 divided into 90,00,000 Equity Shares of Rs. 10 each fully paid.
i. Disclosure regarding issue of Equity Shares with Differential Rights
The Company has not issued any Equity Shares with Differential Rights during the year under review.
ii. Disclosure regarding issue of Employee Stock Options
The Company has not provided any Stock Option Scheme to the employees.
iii. Disclosure regarding issue of Sweat Equity Shares
The Company has not issued any Sweat Equity Shares during the year under review.
iv. Disclosure regarding Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
v. Bonus Shares
No Bonus Shares were issued during the year under review.
During the period under review, no amount was transferred to IEPF under the provisions of Section 125 of Companies Act, 2013.
The composition of the Board of Directors is currently not in full compliance with the requirements prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particularly in relation to the appointment of Independent Directors, and the requisite balance between Executive and Non-Executive Directors.
The Company acknowledges this non-compliance and wishes to inform the members that steps are actively being taken to reconstitute the Board in accordance with the applicable regulatory framework. The process for appointing the requisite number of Independent Directors and ensuring appropriate Board composition is currently underway. The Company remains committed to achieving full compliance at the earliest possible time.
During the year under review, the following appointments were made to strengthen the leadership team:
• Mr. Biswajeet Mukherjee (DIN: 10432026) has been appointed as Managing Director
of the Company with effect from 07th February, 2024 pursuant to approved resolution plan.
• Mr. Praveen Chandola (DIN: 05123912) appointed as Chief Financial Officer and Director of the Company with effect from 07th February, 2024 pursuant to approved resolution plan.
• Ms. Sanjana Manak Bohara was appointed as the Company Secretary and Compliance officer of the Company with effect from 10th March, 2025.
The composition of the Board of Directors and Key Managerial Personnel as at the end of the financial year is as follows:
|
DIN
|
Name of Director/ Key Managerial Personnel
|
Designation
|
|
10471825
|
Mr. Raj Kumar Sethi
|
Director
|
|
05123912
|
Mr. Praveen Chandola
|
Director & CFO
|
|
10432026
|
Mr. Biswajeet Mukherjee
|
Managing Director
|
|
-
|
Ms. Sanjana Manak Bohara
|
Company Secretary
|
None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act,2013 (“the Act”).
Mr. Praveen Chandola (DIN: 05123912), Director, liable to retire by rotation, and being eligible, have offered himself for re-appointment at the AGM. The Notice convening the AGM forming part of this Annual Report, includes the proposal for re- appointment and the requisite disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.
As of the date of this report, the Board does not include any Independent Directors, which is not in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company acknowledges this deviation and is actively taking steps to reconstitute the Board in line with the prescribed regulatory framework. The appointment process for the requisite number of Independent Directors is currently in progress, and the Company remains committed to achieving full compliance at the earliest.
The Company has a defined policy on the Familiarization Programme for Directors, aimed at ensuring continuous awareness and engagement. The Board is regularly apprised of any amendments, regulatory changes, or emerging market trends, irrespective of the sectoral relevance. In addition, all strategic and operational communications relevant to the Company are appropriately shared with the Independent Directors. The Company also maintains updated disclosures on its website regarding the Familiarization Programmes conducted for its directors, in line with applicable regulatory requirements.
The Familiarisation Programme for Independent Directors is uploaded on the website of the Company www.rushabhbearings.com.
The Company has adopted Code of Conduct for the Directors and Senior Management of the Company to provide clear guidance on principles such as integrity, transparency, business ethics and to set up standards for compliance of Corporate Governance
A copy of same is available at the website of the Company at www.rushabhbearings.com.
Further, Company has adopted a Code of Conduct for Prohibition of Insider Trading to regulate, monitor and report trading by insiders for prevention misuse of Unpublished Price Sensitive Information. A copy of same is available at the website of the Company at www.rushabhbearings.com.
The Company has in place the system to trace the movement of Unpublished Price Sensitive Information and regular awareness is created for the Directors, Promoters, Key Managerial Personnel and designated employees/ persons.
During the financial year ended 31st March, 2025, a total of eight Board Meetings were held. The maximum interval between any two consecutive meetings did not exceed 120 days, in compliance with the statutory requirements.
The composition of the Board and the attendance of its members at these meetings are detailed below:
|
Sr. No.
|
Date of Board Meetings
|
Number of Directors to whom notice of the board meeting was given
|
Number of Directors attended the Meeting
|
|
1.
|
03-07-2024
|
3
|
3
|
|
2.
|
12-07-2024
|
3
|
3
|
|
3.
|
02-09-2024
|
3
|
3
|
|
4.
|
29-11-2024
|
3
|
3
|
|
5.
|
04-12-2024
|
3
|
3
|
|
6.
|
27-12-2024
|
3
|
3
|
|
7.
|
13-02-2025
|
3
|
3
|
|
8.
|
10-03-2025
|
3
|
3
|
In terms of the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors is required to be held inter alia to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the Company, and to assess the quality, quantity and timeliness of flow of information between the management and the Board.
However, during the year under review, the Company did not have any Independent Directors on its Board. Accordingly, no separate meeting of Independent Directors was held during the year.
In compliance with applicable statutory requirements, the Board has constituted various committees to ensure focused oversight and effective governance. The terms of reference of these
committees, outlining their scope, powers, duties, functions, and responsibilities, are approved by the Board and are periodically reviewed to align with the Company's evolving business needs and regulatory framework.
Based on the recommendations, suggestions, and observations made by these Committees, the Board of Directors takes informed decisions on the matters under their consideration.
As on March 31, 2025, the Company had two Board-level Committees:
A. Audit Committee;
B. Nomination and Remuneration Committee; a. Audit Committee:
The Board of Directors of our Company has, in pursuance to the provisions of Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. The constitution of the Audit Committee is as follows:
|
Name of the Director
|
Designation
|
Nature of Directorship
|
|
Mr. Praveen Chandola
|
Chairman
|
Director
|
|
Mr. Raj Kumar Sethi
|
Member
|
Director
|
|
Mr. Biswajeet Mukherjee
|
Member
|
Managing Director
|
Our Company Secretary and Compliance officer shall act as the Secretary of the Committee.
The Company had conducted 6 (Six) Meetings of Audit Committee during the year under review on 03/07/2024, 02/09/2024, 29/11/2024, 04/12/2024, 27/12/2024 and 13/02/2025.
The attendance of the Directors in the Audit Committee Meetings is as follows:
|
Name of Directors
|
DIN
|
Number of Meetings entitled to Attend
|
Number of Meeting Attended
|
|
Mr. Praveen Chandola
|
05123912
|
6
|
6
|
|
Mr. Raj Kumar Sethi
|
10149440
|
6
|
6
|
|
Mr. Biswajeet Mukherjee
|
10471825
|
6
|
6
|
b. Nomination and Remuneration Committee:
The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. The constitution of the Nomination and Remuneration Committee is as follows:
|
Name of the Director
|
Designation
|
Nature of Directorship
|
|
Mr. Praveen Chandola
|
Chairman
|
Director
|
|
Mr. Raj Kumar Sethi
|
Member
|
Director
|
|
Mr. Biswajeet Mukherjee
|
Member
|
Managing Director
|
Our Company Secretary and Compliance officer shall act as the Secretary of the Committee.
The Company had conducted 3 (Three) Meetings of Nomination and Remuneration Committee during the year under review on 12/07/2024, 04/12/2024 and 10/03/2025.
The attendance of the Directors in the Nomination and Remuneration Committee Meetings is as follows:
|
Name of Directors
|
DIN
|
Number of Meetings entitled to Attend
|
Number of Meeting Attended
|
|
Mr. Praveen Chandola
|
05123912
|
3
|
3
|
|
Mr. Raj Kumar Sethi
|
10149440
|
3
|
3
|
|
Mr. Biswajeet Mukherjee
|
10471825
|
3
|
3
|
During the year, the Board accepted all the recommendations provided by the Committees.
However, while the Committees have been duly constituted, the composition and terms of reference of these Committees are not fully in compliance with the requirements prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Company is actively in the process of reviewing and reconstituting these Committees to ensure full compliance with the applicable statutory provisions.
The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.
There are no employee(s) in the Company who are in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.
As on 31st March, 2025, Company doesn't have any Subsidiary & Joint Venture and Associate Companies.
Apart from being on the Board and approving strategic and operational decisions, your Directors have certain responsibilities as well towards you, our fellow Members and hence pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The Directors have laid down internal financial controls and that such internal financial controls are adequate and operating effectively.
(f) 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.
During the year under review, the Company has transitioned out of the CIRP and is now operating under the new management as per the approved Resolution Plan. The Company is actively working towards stabilizing operations, strengthening governance, and rebuilding stakeholder confidence. The Board remains optimistic about the future prospects of the Company and is committed to reviving its business in a phased and sustainable manner.
Further, the Company is in the process of implementing adequate internal financial controls over financial reporting to ensure compliance with applicable statutory requirements and to enhance operational transparency and efficiency.
Section 134 of the Act enjoins upon the Board a responsibility to make out its report to the shareholders and attach the said report to financial statements laid before the shareholders at the annual general meeting, in pursuance of Section 129 of the Act.
The provisions of Section 134, which enumerates the disclosures required to be made in the Board's Report, are applicable to the Directors' Report for the financial year commencing on or after 1stApril, 2014.
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Auditors have not reported any incident of frauds committed in the Company by its Officers or Employees to the Company during the year under review.
During the year under review, the Company has not provided any loan, guarantee or made investment under provisions of Section 186 of the Act.
The Company has not invited/accepted any deposit except exempted deposit as prescribed under the provisions of the Companies Act, 2013 and the rules framed there under, as amended from
time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.
During the financial year under review, the Company did not obtain any credit rating from any credit rating agency. Accordingly, the requirement for disclosure under this clause is not applicable.
The Management has represented to the Reconstituted Board, and the same has been taken on record, that during the financial year under review, there were no materially significant related party transactions entered into by the Company with its related parties which could have a potential conflict with the interest of the Company at large or which required approval of the shareholders.
As per the provisions of Section 188 of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure in Form AOC-2 is required only for transactions which are not at arm's length basis or for material related party transactions entered into at arm's length. Accordingly, disclosure in Form AOC-2 is not applicable for the year under review.
All related party transactions were placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee was obtained for transactions which are repetitive in nature or are unforeseen.
The details of related party transactions, as required under the applicable Accounting Standards, are provided in Note No. 19 of the Audited Financial Statements forming part of this Annual Report.
During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were not applicable to the Company. Accordingly, the Company was not required to constitute a CSR Committee or adopt a CSR Policy, and no disclosure under this clause is applicable for the year under review.
1. Conservation of Energy, Technology Absorption
The Company is currently not operational and is not engaged in any manufacturing activities during the financial year under review. Accordingly, the provisions relating to disclosure of particulars with respect to Conservation of Energy and Technology Absorption, as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable. Hence, there is no information to report under this section for the year.
2. Foreign Exchange earnings and Outgo
There was no foreign exchange earnings and outgo during the year under the review.
The Company has in place a robust risk management framework to identify, evaluate, and mitigate various risks across its operations. The framework is designed to safeguard the Company's assets, ensure regulatory compliance, and support the achievement of strategic objectives. Key risks are periodically reviewed by the management, and appropriate mitigation strategies are implemented to address emerging risks. These include, but are not limited to, risks related to market volatility, raw material price fluctuations, regulatory changes, operational disruptions, environmental and sustainability factors, information security threats, and financial liquidity. Considering the ongoing expansion and diversification initiatives, the Company continues to strengthen its risk management practices by:
• Enhancing internal controls and operational oversight mechanisms
• Improving supply chain resilience and customer credit monitoring
• Embedding sustainability and ESG-related risks into strategic decision-making
• Leveraging technology for real-time risk assessment and mitigation
• Monitoring geopolitical developments that may affect supply chains, export-import regulations, energy pricing, and investor sentiment.
The Board of Directors affirms that the Company's risk management system is adequate and commensurate with the size and complexity of its operations and provides reasonable assurance that risks are being effectively monitored and managed.
The Company has constituted Vigil Mechanism to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanism and the oversight of the same is with the Audit Committee of the Company. The Company is committed to adhering to the highest standards of ethical, moral, and legal conduct of business operations. The Company has adopted Vigil Mechanism policy, which provides that any Directors, Employees, Stakeholders who observe any unethical behaviour, actual or suspected, fraud or violation may report the same to Chairman of the Audit Committee.
During the financial year under review, there were no instances of fraud reported to the Audit Committee or the Board.
The Board of Directors firmly believes that a robust and transparent policy framework is essential for sound corporate governance and effective organizational functioning. The Company has implemented a comprehensive set of policies that serve as the foundation for ethical conduct, regulatory compliance, risk management, and strategic decision-making. Key policies include:
1. Related Party Transaction Policy- Establishes safeguards and transparency in transactions involving related parties.
2. Materiality Policies- Ensures timely and accurate disclosure in compliance with SEBI Listing Regulations.
3. Code of conduct of Board of Directors and Senior Management Personnel- Clarifies the roles, responsibilities, and obligations of individuals in key leadership positions.
4. Vigil Mechanism Policy / Whistle Blower Policy- Provides a secure and confidential channel for employees and stakeholders to report concerns or unethical practices.
5. Nomination and Remuneration Policy (with criteria of making payments to Non¬ executive Directors)- Ensures that appointments and compensation structures are merit-based, fair, and aligned with long-term organizational goals.
6. Policy on material subsidiaries- Governs the monitoring and oversight of material subsidiaries to ensure aligned governance.
7. Insider Trading Policies- Regulates trading in securities and ensures compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015.
8. Dividend Distribution Policy- Ensures a balanced approach to rewarding shareholders while retaining resources for growth.
9. Archival Policy- Defines guidelines for the preservation and retrieval of documents and disclosures.
A. STATUTORY AUDITORS:
M/s. Rajesh Laxmi & Associates, Chartered Accountants (Firm Registration No. 012203N), were appointed as the Statutory Auditors of the Company by the shareholders at the 34th Annual General Meeting held on 27th December, 2024, to hold office from the conclusion of that AGM until the conclusion of the 36th Annual General Meeting, to be held in the year 2025.
The Statutory Auditor's Report for the financial year under review does not contain any qualifications, reservations, or adverse remarks. The observations made by the Auditors, read together with the relevant notes to the financial statements and accounting policies, are self¬ explanatory and therefore do not require any further comments by the Board.
The Board of Directors of the Company on the recommendation of Audit Committee has approved the re-appointment of M/s. Rajesh Laxmi & Associates, Chartered Accountants as the Statutory Auditor of the Company and subject to approval of members in the upcoming Annual General Meeting of the Company.
B. SECRETARIAL AUDITORS:
The Board, on the recommendation of the Audit Committee had appointed M/s. Parshwa Shah & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2024- 2025.
The Report of Secretarial Audit in form MR-3 in accordance with Section 204 of Companies Act, 2013 and Secretarial Compliance Report in accordance with Regulation 24A of SEBI Listing Regulations, for the FY 2024- 2025 is annexed to the Annual Report as “Annexure-A”.
The Secretarial Audit Report for the financial year 2024-25, issued by Mr. Parshwa Shah of M/s. Parshwa Shah and Associates, Practicing Company Secretaries, is annexed herewith as “Annexure- A”. The Report includes certain qualified remarks under the applicable provisions. The Company has provided its explanations in response to these observations and is optimistic that the matters will be resolved favourably in due course.
The Company has endeavoured to comply, to the extent possible, with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the Secretarial Standards.
The observations/remarks along with the Company's explanations are detailed below:
|
Sr.
No.
|
Sections / Rules
|
Observations/ Rem arks of th e Practicing Company Secretary
|
Reply by the Company
|
|
1.
|
Section 29 of Companies Act,
2013 read with Rule 9 of The Companies (Prospectus and Allotment of Securities) Rules,
2014
|
During the review period, the Company in accordance with the approved Resolution Plan by Hon'ble NCLT, has cancelled entire share capital of the Company. In line with the approved plan, 90,00,000 equity shares of ^10 each were allotted to the Resolution Applicant and identified shareholders.
However, the Company has not been able to obtain a new ISIN for the issuance of equity shares, as a result of which the said shares are not yet credited to the shareholders' demat accounts.
|
The Company was recently revived and resolved under the Corporate Insolvency Resolution Process (CIRP) in accordance with the approved Resolution Plan. Pursuant to the implementation of the Resolution Plan, fresh equity shares were allotted on April 15, 2024, as part of the capital restructuring process aimed at reviving the operations and financial health of the Company April 14, 2025, was fixed as the Record Date for this purpose.
It is pertinent to mention that during the CIRP, the erstwhile Resolution Professional faced significant challenges, including non-cooperation from the suspended management and the Registrar and Share Transfer Agent (RTA), which adversely impacted the smooth retrieval of records and transition of information.
In accordance with Section 29 of the Companies Act, 2013, read with Rule 9 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Company is required to ensure that all securities are held in dematerialized form. Accordingly, the Company applied for a new ISIN as advised by the stock exchanges.
However, due to procedural overlaps and interdependencies between the stock exchanges and depositories — specifically, the requirement of in-principle
|
| |
|
|
|
approval from the stock exchange prior to ISIN activation by the depositories — the Company is presently caught in a regulatory impasse. This situation has resulted in delays beyond the Company's control, despite its consistent and proactive efforts.
As a result, the dematerialization of securities could not be completed within the prescribed timeline, and a technical non¬ compliance with the relevant provisions is likely to occur.
The Company remains fully committed to resolving the issue at the earliest and is actively engaging with all concerned regulatory authorities to ensure full compliance with all applicable laws and regulations.
|
|
2.
|
Section 88
Companies
2013
|
of
Act,
|
Company has not maintained the Register of Members as required under applicable provisions, indicating separately for each class of equity held by members residing in or outside India.
|
The non-compliance arose due to the Company's inability to obtain the requisite data from its Registrar and Share Transfer Agent (RTA), which has resulted in the failure to maintain an updated Register of Members.
The Company was revived and resolved from the Corporate Insolvency Resolution Process (CIRP) in the recent past and during the CIRP, the erstwhile Resolution Professional also faced non-cooperation while retrieving the information from the suspended management as well as the RTA.
The Company is actively addressing this issue and is taking necessary steps to resolve the matter with the RTA to ensure proper maintenance of the Register of Members in accordance with statutory requirements.
|
|
3.
|
Section 138 of the Companies Act, 2013
|
The Company has failed to appoint Internal Auditor as required
|
The Company was under the Corporate Insolvency Resolution Process (CIRP), which
|
| |
|
|
under the provisions for FY 2024¬ 25.
|
temporarily impacted its operational and compliance activities. As the Company progressively resumes normal operations post-CIRP, the newly constituted Board of Directors reaffirms its commitment to ensuring full compliance with all applicable statutory and regulatory provisions.
In particular, the Board assures the members that the Company shall soon comply with the requirements of Section 138 of the Companies Act, 2013, which mandates the appointment of an Internal Auditor to oversee and evaluate the effectiveness of the Company's internal controls, risk management systems, and governance processes.
The Board is actively engaged in identifying a suitably qualified and experienced Internal Auditor and aims to complete the appointment process at the earliest.
|
|
4.
|
Section 149
Companies
2013
|
of
Act,
|
The Company has not maintained the prescribed composition of its Board of Directors in accordance with the requirements of Section 149 of the Companies Act, 2013.
Specifically, the Company has failed to appoint the requisite number of Independent Directors as mandated under Section 149(4), and the proportion of Non-Executive Directors on the Board falls below the minimum threshold of 50%. Furthermore, the Company has not appointed a Woman Director, as required under the applicable provisions.
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The Board acknowledges this non-compliance and wishes to inform that it is actively in the process of appointing the required number of Independent Directors to ensure full compliance with the applicable provisions of the Companies Act, 2013.
The Company remains committed to strengthening its governance framework and aligning with all statutory requirements in a timely manner.
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5.
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Section 177 178
Companies
2013
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and
of
Act,
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Company has constituted the Audit Committee and Nomination and Remuneration Committee. However, the composition of the committees is not in accordance with the statutory and regulatory requirements.
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The Company did not comply with the requirements of Section 177 and Section 178 of the Companies Act, 2013, which mandate the constitution and composition of the Audit Committee, Nomination and
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Remuneration Committee, and other applicable Board Committees in the manner prescribed under the Act.
This non-compliance arose due to the insufficient number of Independent Directors on the Board, resulting in the improper constitution of the said Committees.
The Board is actively in the process of appointing the requisite number of Independent Directors to ensure full compliance with the relevant provisions of the Companies Act, 2013.
The Company remains committed to adhering to the highest standards of corporate governance and is taking necessary steps to regularize the composition of its committees at the earliest.
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6.
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Regulation 7(3) of SEBI (Listing Obligation and Disclosure Requirement), 2015
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The Company have failed to intimate the stock exchange about the certificate for the year ended March, 2025
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With reference to the observation under Regulation 7(3) of SEBI (LODR) Regulations, 2015, we submit that pursuant to the approval of the Resolution Plan by the Hon'ble NCLT, the Company has duly allotted new equity shares. However, updation of records with the RTA could not be completed as the then suspended management and existing RTA have not extended the required cooperation despite repeated follow-ups.
The Company has already initiated steps with the concerned authorities and is considering appointment of a new RTA, if required, to ensure timely compliance. The delay is purely procedural and has not adversely affected investors. The Company remains committed to completing the updation process at the earliest and ensuring strict compliance going forward.
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Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
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7.
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Regulation 13 of SEBI (Listing Obligation and Disclosure Requirement), 2015
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Intimation of statement under Regulation 13 giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter were not submitted to Stock Exchange for quarter ended 30th June, 2024, 30 th September, 2024, 31st December, 2024 and 31st March, 2025
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The Company has failed to comply with the requirements of Regulation 13 of the SEBI (LODR) Regulations, 2015, which mandates the company to intimate the statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter to Stock Exchange for quarter ended 30th June, 2024, 30 th September, 2024, 31st December, 2024 and 31st March, 2025.
Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
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8.
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Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015
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The Company has not maintained the prescribed composition of its Board of Directors in accordance with the requirements of Regulation 17 of SEBI (LODR) Regulation, 2015
Specifically, the Company has failed to appoint the requisite number of Independent Directors
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The Company did not maintain the prescribed composition of its Board of Directors as required under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board acknowledges this non-compliance and wishes to
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and the proportion of Non¬ Executive Directors on the Board falls below the minimum threshold of 50%. Furthermore, the company has not appointed a Woman Director, as required under the applicable provisions.
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inform that necessary steps are being actively undertaken to reconstitute the Board by appointing the requisite number of Non-Executive Directors and Independent Directors in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Company is fully committed to maintaining the highest standards of corporate governance and assures that the reconstitution of the Board will be completed at the earliest possible opportunity to ensure full regulatory compliance.
Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
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9.
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Regulation 18 and 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015
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Company has constituted the Audit Committee and Nomination and Remuneration Committee. However, the composition of the committees is not in accordance with the statutory and regulatory requirements.
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The Company did not maintain the requisite strength of Independent Directors on its Board, as mandated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As a consequence, the composition of the Audit Committee and the Nomination and Remuneration Committee was not in compliance with Regulation 18 and Regulation 19 of the said Regulations, which require that at least two-thirds of the members of the Audit Committee Be Independent Directors.
This resulted in non-compliance with the prescribed composition requirements of the
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aforementioned Committees during the relevant period.
The Board acknowledges this non-compliance and wishes to inform that it is actively in the process of appointing the requisite number of Directors, including Independent Directors, to ensure compliance with applicable regulatory provisions. The Company remains fully committed to upholding the highest standards of corporate governance and aims to complete the reconstitution of the Board and its Committees at the earliest.
Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
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10.
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Regulation 31 of Listing
Obligation and Disclosure Requirement), 2015
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The Company have not filed the quarterly shareholding pattern for quarter ended as on 30th June, 2024, 30th September, 2024, 31st December, 2024 and 31st March, 2025
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With reference to the observation regarding non-compliance under Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company respectfully submits that the non-filing of the shareholding pattern for the quarters ended 30th June 2024, 30 th September 2024, 31st December 2024, and 31st March 2025 was primarily due to non¬ cooperation on the part of the Registrar and Share Transfer Agent (RTA). Owing to such non¬ cooperation, the requisite shareholding data could not be made available to the Company, resulting in the delay in submission.
The Company is in the process of addressing this issue and has already initiated necessary
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measures to ensure availability of the required data from the RTA. The management is committed to strengthening its compliance framework and assures that timely submission of shareholding pattern will be ensured for all future quarters.
Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
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11.
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Regulation 76 of SEBI
(Depositories and Participants) Regulations,
2018
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Reconciliation of Share Capital Audit for quarter ended on 30th June, 2024, 30th September, 2024, 31st December, 2024 and 31st March, 2025 were not intimated to the stock exchange.
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The Company did not comply with the requirements of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, which mandates the submission of the Reconciliation of Share Capital Audit Report on a quarterly basis.
The Company failed to submit the said reports for the quarters ended 30th June 2024, 30th September 2024, 31st December 2024, and 31st March 2025. This non-compliance occurred due to the lack of cooperation from the Company's Registrar and Share Transfer Agent (RTA), resulting in non-availability of the requisite data for submission to the Stock Exchange.
The Company is actively addressing the matter and is in the process of ensuring compliance with the said regulation at the earliest possible. Steps are being taken to resolve issues with the RTA and to regularize the submission of the Reconciliation of Share Capital Audit Reports in accordance with regulatory requirements.
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Further, the Company has promptly submitted detailed responses to both BSE and NSE, outlining the reasons for the non¬ compliance along with all necessary supporting information. The Company remains committed to resolving the issue at the earliest and ensuring strict adherence to regulatory requirements going forward.
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12.
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Regulation 3 of SEBI
(Prohibition of Insider Trading) Regulations,
2015
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There is no supporting data provided by Company to substantiate the said compliance. SDD certificate was not submitted to Stock Exchange for quarter ending on 30th June, 2024, 30th September, 2024, 31st December, 2024 and 31st March, 2025
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The Company did not comply with the requirements of Regulation 3 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, which mandates the maintenance of a Structured Digital Database (SDD) and the submission of the SDD compliance certificate to the Stock Exchange on a quarterly basis.
The Company did not submit the SDD compliance certificates for the quarters ended 30th June
2024, 30th September 2024, 31st December 2024, and 31st March
2025, as the Structured Digital Database was not maintained during these periods.
The Board acknowledges this non-compliance and informs that the Company is currently in the process of reconstituting its Board and implementing the necessary systems for establishing and maintaining the Structured Digital Database, as required under the Regulations.
The Company assures that appropriate steps are being taken to ensure full compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, including timely submission of SDD certificates going forward.
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13.
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Regulation 5, 6, 7, and 8 of SEBI
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There is no supporting data provided by Company to
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The Company was not in compliance with certain
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(Prohibition of Insider Trading) Regulations,
2015
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substantiate the said compliance. of Disclosures of structured digital database and Disclosures of Trading by Insiders.
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provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, specifically Regulations 5, 6, 7, and 8. The Company did not submit adequate supporting data to substantiate compliance in relation to the maintenance of the Structured Digital Database (SDD) and disclosures pertaining to trading by insiders.
The Board acknowledges the lapse and wishes to inform that the Company is currently in the process of reconstituting its Board and simultaneously initiating the implementation of systems and controls necessary for maintaining the Structured Digital Database as per regulatory requirements.
The Company assures that all necessary steps are being undertaken to ensure full compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, at the earliest.
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14.
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Performance
Evaluation
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The listed entity has not conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year/during the financial year as prescribed in SEBI Regulations
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The Company could not conduct the evaluation during the year due to the absence of Independent Directors on the Board. As the Board is currently not fully constituted in line with regulatory requirements, the evaluation process which relies significantly on the participation of Independent Directors could not be initiated.
The Company is actively in process to constitute the board in compliance with the Companies Act, 2013 and SEBI Listing Regulations. Upon appointment of Independent Directors and full constitution of the Board, a formal performance evaluation will be undertaken, covering the Board, individual Directors, and Committees, using appropriate methodologies and in line with
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applicable regulations and governance best practices.
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Further as per the recent amendment under SEBI Listing Regulations pertaining to Appointment of Secretarial Auditor, M/s. Parshwa Shah & Associates had given their consent to act as Secretarial Auditor, accordingly, the Board in the meeting held on May 30, 2025 recommended their appointment for the term of 05 years from FY 2025-26 to FY 2029-30, which is subject to approval of the members. The resolution pertaining to the appointment forms part of the Notice convening the Annual General Meeting.
C. INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with company rules, the Company has failed to appoint Internal Auditors for the Company during the year under review.
However, the Board hereby assures its members that the company shall soon abide by the provisions of section 138 of Companies Act, 2013 and appoint an Internal Auditor for the Company.
The Company, to the extent possible, has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013. The Company has also devised proper systems to ensure compliance with the provisions of the Secretarial Standards and it is confirmed that the Company follows such systems in true letter and spirit.
Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 prescribes for maintenance of Cost records by certain class of Companies. Given the nature of services being rendered by the Company, the requirement of maintaining cost records under section 148(1) is not applicable.
The Company has adequate internal financial controls in place, commensurate with its size and the nature of its business. The Internal Financial Controls, with reference to financial statements as designed and implemented by the Company, are adequate.
During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.
During the CIRP, the RP faced non-cooperation from the Suspended Board of Directors, which hindered regulatory compliance. The Hon'ble NCLT, Mumbai Bench, by order dated October 20, 2023 (IA No. 1745 of 2023), approved the Resolution Plan of Real Mazon India Limited, pursuant to which the erstwhile board was replaced and the entire share capital cancelled. In line with the approved plan, 90,00,000 equity shares of ^10 each were allotted to the Resolution Applicant and identified shareholders, as approved by the Monitoring Committee on April 15, 2024. Based on
RTA records dated February 13, 2024, and with guidance from BSE and NSE, April 14, 2025 was fixed as the Record Date for capital restructuring, duly intimated to and recorded by the stock exchanges.
As advised by the stock exchanges, a new ISIN is required for the proposed allotment to enable filing of the relisting application with BSE and NSE. Applications have been submitted to NSDL and CDSL; however, the depositories have sought in-principal approval from the exchanges, which is unavailable until the relisting application is processed. Consequently, the Company is unable to proceed further, being caught in a circular requirement between ISIN creation and relisting approval.
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return, for the FY 2024- 2025 is available on the website of the Company at www.rushabhbearings.com.
During the year under review, there is no loan taken from the Directors or their relatives by the Company.
Management Discussion and Analysis Report for the year under review, has been presented in a separate section forming part of this Report.
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the provisions relating to Corporate Governance are not applicable to the Company for the financial year ended March 31, 2025.
During the period under review the Company has not made any application, and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
The company has not taken any loan. Thus, the difference between the amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the bank or financial institutions does not arise.
Your Company always endeavours and provides conductive work environment that is free from discrimination and harassment including sexual harassment. Your Company has zero tolerance
towards sexual harassment at workplace and has adopted a policy for prevention of Sexual Harassment of Women at workplace. To facilitate the reporting of grievances, a physical complaint box has also been installed at all the Company's premises. The Company has set up an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to address complaints of sexual harassment at the workplace and to ensure a safe, secure, and respectful working environment for all employees.
During the Financial Year 2024-25, the Company has not received any complaint of sexual harassment.
The requirement under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to CEO/CFO certification on financial statements and internal controls, is not applicable to the Company for the financial year ended March 31, 2025.
Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: RUSHABEAR) and BSE Limited (Scrip Code: 531371), where its securities are listed.
Your Board acknowledges and appreciates the relentless efforts of the employees, workmen and staff including the management team at all levels in ensuring sustained growth of the Company. Your Board wishes to place on record its deep appreciation to Directors of the Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help the Company to take right decisions in achieving its business goals. Your Board is indebted for the unstinted support and trust reposed by the Members and also remains thankful for their ongoing support and guidance.
Your directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.
Regd. Office: Vijay Industrial Gala No For and on Behalf of
214, 2nd Floor, Chincholi Bunder, Link Rushabh Precision Bearings Limited
Road, Malad, Mumbai, Malad West,
Maharashtra, India, 400064
CIN: L99999MH1989PTC053093 Sd/- Sd/-
Ph :9818148490 Mr. Praveen Chandola Mr. Biswajeet Mukherjee
Email:- compliance.rushabh@gmail.com Director & CFO Managing Director
(DIN: 05123912) (DIN:10432026)
Date: 01st September, 2025 Place: Mumbai
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