General information about company |
Scrip code | 500350 |
NSE Symbol | RSWM |
MSEI Symbol | NOTLISTED |
ISIN | INE611A01016 |
Name of the entity | RSWM LIMITED |
Date of start of financial year | 01-04-2024 |
Date of end of financial year | 31-03-2025 |
Reporting Quarter Type | Yearly |
Date of Quarter Ending | 31-03-2025 |
Type of company | Equity |
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? | Yes | |
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? | Yes | |
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? | No | No such acquisition made during the quarter ended 31/03/2025. |
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? | Yes | |
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? | Yes | |
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? | Yes | |
Risk management committee | Applicable |
Market Capitalisation as per immediate previous Financial Year | Top 2000 listed entities |
Is SCORE ID Available ? | Yes |
SCORE Registration ID | R00245 |
Reason For No SCORE ID | |
Type of Submission | Original |
Remarks (website dissemination) | |
Remarks for Exchange (not for Website Dissemination) | |
Annexure I |
Annexure I to be submitted by listed entity on quarterly basis |
I. Composition of Board of Directors |
Disclosure of notes on composition of board of directors explanatory | |
Whether the listed entity has a Regular Chairperson | Yes |
Whether Chairperson is related to MD or CEO | Yes |
Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth |
1 | Mr | Riju Jhunjhunwala | AAKPJ4377M | 00061060 | Executive Director | Chairperson | CEO-MD | 13-01-1979 |
2 | Mr | Ravi Jhunjhunwala | AAGPJ0739D | 00060972 | Non-Executive - Non Independent Director | Not Applicable | | 28-10-1955 |
3 | Mr | Shekhar Agarwal | AAEPA6590M | 00066113 | Non-Executive - Non Independent Director | Not Applicable | | 09-10-1952 |
4 | Mr | Brij Mohan Sharma | AOMPS2044A | 08195895 | Executive Director | Not Applicable | MD | 08-11-1957 |
5 | Mr | Arun Churiwal | ACTPC0401E | 00001718 | Non-Executive - Non Independent Director | Not Applicable | | 15-05-1950 |
6 | Mr | Deepak Jain | AAEPJ1525D | 00004972 | Non-Executive - Independent Director | Not Applicable | | 06-04-1975 |
7 | Mrs | Archana Capoor | ABSPC4053C | 01204170 | Non-Executive - Independent Director | Not Applicable | | 17-09-1958 |
8 | Mr | Surya Kant Gupta | AAUPG3837H | 00323759 | Non-Executive - Independent Director | Not Applicable | | 11-02-1951 |
9 | Mr | Suman Jyoti Khaitan | AERPK7259Q | 00023370 | Non-Executive - Independent Director | Not Applicable | | 09-02-1959 |
10 | Mr | Sunil Dharamvir Dhawan | AAMPD7302G | 02618343 | Non-Executive - Independent Director | Not Applicable | | 12-04-1969 |
11 | Mr | Rajeev Gupta | ABZPG5028N | 02049516 | Executive Director | Not Applicable | MD | 09-09-1970 |
12 | Mr | Thomas Varghese | AACPV4925D | 02263496 | Non-Executive - Independent Director | Not Applicable | | 03-03-1961 |
Annexure 1 |
V. Affirmations |
Sr | Subject | Compliance status (Yes/No) |
1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015
a. Audit Committee | Yes |
3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) | Yes |
6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
I. Disclosure on website in terms of LODR Regulation |
Sr |
Sr | Item | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. | Web address |
| As per regulation 46(2) of the LODR: |
1.1 | Details of business | Yes | | www.rswm.in |
1.2 | Memorandum of Association and Articles of Association | Yes | | www.rswm.in |
1.3 | Brief profile of board of directors including directorship and full-time positions in body corporates | Yes | | www.rswm.in |
2 | Terms and conditions of appointment of independent directors | Yes | | www.rswm.in |
3 | Composition of various committees of board of directors | Yes | | www.rswm.in |
4 | Code of conduct of board of directors and senior management personnel | Yes | | www.rswm.in |
5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | | www.rswm.in |
6 | Criteria of making payments to non-executive directors | Yes | | www.rswm.in |
7 | Policy on dealing with related party transactions | Yes | | www.rswm.in |
8 | Policy for determining ‘material’ subsidiaries | Yes | | www.rswm.in |
9 | Details of familiarization programmes imparted to independent directors | Yes | | www.rswm.in |
10 | Email address for grievance redressal and other relevant details | Yes | | www.rswm.in |
11 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | | www.rswm.in |
12 | Financial results | Yes | | www.rswm.in |
13 | Shareholding pattern | Yes | | www.rswm.in |
14 | Details of agreements entered into with the media companies and/or their associates | NA | | |
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
I. Disclosure on website in terms of LODR Regulation |
Sr |
| As per regulation 46(2) of the LODR: | | | |
15.1 | (I) Schedule of analyst or institutional investor meet
(II) Presentations prepared by the listed entity for analysts or institutional investors meet, post earnings or quarterly calls prior to beginning of such events. | Yes | | www.rswm.in |
15.2 | Audio recordings, video recordings, if any, and transcripts of post earnings or quarterly calls, by whatever name called, conducted physically or through digital means | Yes | | www.rswm.in |
16 | New name and the old name of the listed entity | NA | | |
17 | Advertisements as per regulation 47 (1) | Yes | | www.rswm.in |
18 | Credit rating or revision in credit rating obtained | Yes | | www.rswm.in |
19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | | www.rswm.in |
20 | Secretarial Compliance Report | Yes | | www.rswm.in |
21 | Materiality Policy as per Regulation 30 (4) | Yes | | www.rswm.in |
22 | Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) | Yes | | www.rswm.in |
23 | Disclosures under regulation 30(8) | Yes | | www.rswm.in |
24 | Statements of deviation(s) or variations(s) as specified in regulation 32 | NA | | |
25 | Dividend Distribution policy as per Regulation 43A(1) | Yes | | www.rswm.in |
26.1 | Annual return as provided under section 92 of the Companies Act, 2013 | Yes | | www.rswm.in |
26.2 | Employee Benefit scheme documents framed in terms of SEBI (SBEB) Regulations, 2021 | NA | | |
27 | Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) | Yes | | www.rswm.in |
28 | Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updating | Yes | | www.rswm.in |
Additional Half yearly Disclosure
DISCLOSURE OF LOANS / GUARANTEES / COMFORT LETTERS / SECURITIES ETC. (applicable only for half-yearly filings) |
Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc. | Textual Information(1) |
I. Disclosure of Loans/ guarantees/comfort letters /securities etc. Refer note below |
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to | |
Entity | Aggregate amount advanced during six months | Balance outstanding at the end of six months | |
Promoter or any other entity controlled by them | 0 | 0 | |
Promoter Group or any other entity controlled by them | 0 | 0 | |
Directors (including relatives) or any other entity controlled by them | 0 | 0 | |
KMPs or any other entity controlled by them | 0 | 0 | |
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By |
Entity | Type (guarantee, comfort letter etc.) | Aggregate amount of issuance during six months | Balance outstanding at the end of six months(taking into account any invocation) |
Promoter or any other entity controlled by them | 0 | 0 | 0 |
Promoter Group or any other entity controlled by them | 0 | 0 | 0 |
Directors (including relatives) or any other entity controlled by them | Letter of Confort | 50000000 | 250000000 |
KMPs or any other entity controlled by them | 0 | 0 | 0 |
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by |
Entity | Type of security (cash, shares etc.) | Aggregate value of security provided during six months | Balance outstanding at the end of six months |
Promoter or any other entity controlled by them | 0 | 0 | 0 |
Promoter Group or any other entity controlled by them | 0 | 0 | 0 |
Directors (including relatives) or any other entity controlled by them | 0 | 0 | 0 |
KMPs or any other entity controlled by them | 0 | 0 | 0 |
(D) Additional Information | Textual Information(2) |
II. Affirmations |
Affirmations | Compliance Status | Company Remarks |
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. | Yes | Textual Information(3) |
Name | NITIN TULYANI | | |
Designation | CFO | | |
Place | NOIDA | | |
Date | 29-04-2025 | | |
Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below: |
Any Other Information for Disclosure of Imposition of Fine or Penalty | |
Sr. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
1 | BSE Limited | The Company received letter dated 21/11/2024 form BSE Limited and National Stock Exchange of India Limited regarding imposing of file for Non-compliance of Regulation 17(1) and 17(1A) of SEBI (LODR) Regulations, 2015. The company had filed waiver application dated 28/11/2024 to BSE Limited and National Stock Exchange of India Limited.
The Company received letter dated 28/02/2025 from National Stock Exchange of India Limited reversing the fine levied under regulation 17(1A). The Company further received an email dated 11/03/2025 from NSE imposing fine of Rs.1,25,000/- plus GST under regulation 17(1)(b) of SEBI (LODR) Regulations, 2015. The Company had made the payment of Rs.1,47,500/- including GST on 12/03/2025 through RTGS.
The Company is awaiting the decision on waiver application from BSE Limited. The Company received a letter dated 18th march, 2025 from BSE Limited regarding imposing fine of Rs.50,000/- plus GST under Regulation 17(1) of SEBI (LODR). The Company requested BSE Limited that our application for waiver dated 28.11.2024 was pending before them. The decision of BSE is awaited.
| 11-03-2025 | It was alleged that there was Non-complince with Regulation 17 (1) with regard to composition of the Board. It was also alleged that there was Non-compliance of regulation 17 (1A) pertaining to the appontment and continuation of Non-executive director who had attained the age of 75 years. | None |
Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below: |
Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes | |
Sr. No. | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute |
1 | Ajmer Vidyut Vitaran Nigam Limited, Ajmer | 24-08-2016 | Matter realted to levy of Additional Surcharges on purchase of IEX power in bills amounting to Rs.2025.00 Lakhs.The Comapny had objected the same and filed an appeal through RTMA before APTEL, Delhi for refund. Last hearing was held on 03-03-2022 | Status quo |
2 | Ajmer Vidyut Vitaran Nigam Limited, Ajmer | 01-12-2016 | Matter Related to levy of Cross Subsidy Surcharges on purchase of IEX power in bills amounting to Rs.2491.93 Lakhs.The Company had objected the same and filed an appeal through RTMA before APTEL, Delhi for refund. Last hearing was on 23-04-2024. | Status quo |
3 | Ajmer Vidyut Vitaran Nigam Limited, Ajmer | 17-12-2021 | Matter realted to levy of water cess , urban cess , electricity duty,additional surcharge and cross subsidy surcharge against wind power purchased from LNJPVL considering sale to RSWM Limited as third party as per RERC order from October 2021 onwards amounting to Rs.1535.95 Lakhs.The Comapny had filed an appeal, stay granted and matter is pending with High Court of Rajathan, Jodhpur. Last hearing was on 24-12-2022. | Status quo |
4 | Ajmer Vidyut Vitaran Nigam Limited, Ajmer | 01-04-2020 | Matter realted to levy of water, cess has charged electricity duty on Solar Power Captive consumption (Amount involved Rs.989.23 Lakhs) including upto previous year of Rs.820.07 Lakhs .The Company had filed an appeal through MCCI before High Court of Rajasthan, Jodhpur for the same. Stay granted. Last hearing was on 27-01-2025 | Status quo except change in amount involved |
5 | State of Rajasthan, Director Gen, State DRI and Collector (Stamps) Bhilwara | 12-12-2017 | Matter releated to additional stamp duty on execution of supplemental consortuim working capital agreements and joint deeds of hypothecation with Consortium Banks amounting to Rs.1580.87 Lakhs. The Company had filed a case which is pending with High Court of Rajathan, Jodhpur.Last hearing was on 03-01-2025 | Status quo |
6 | Asst Commissioner-CGST Bhilwara
(In the matter of DGGI, Bangalore) | 21-06-2023 | Matter related to reverseal of ITC of Rs.669.13 Lakhs and paid penalty of Rs.100.37 Lakhs (Total 769.50 Lakhs) under section 74(5) on purchases of PET bottles from specific suppliers. We have filed refund claim before Asst Commissioner-CGST Bhilwara on 30-09-2024 but same was rejected. The Company had filed an Appeal before Joint Commissioner (A), Jodhpur against the order. | Status quo |
7 | Department of Income Tax, New Delhi | 19-06-2020 | Matter related to disallowances of deduction U/s 80 IA of Income Tax Act in respect of rate difference on sale of captive power and disallowances of exempt dividend Income U/s14 A for the assessment year 2016-2017 (Amount Involved Rs.813.65 Lakhs). The Company had filed the case and the same is pending with CIT (A), Delhi. Last hearing was on 08-03-2022 | Status quo |
8 | Department of Income Tax, New Delhi | 19-06-2020 | Matter realted to disallowances of deduction U/s 80 IA of Income Tax Act in respect of rate difference on sale of captive power and disallowances of exempt dividend Income U/s14 A or the assessment year 2017-2018 amounting to Rs.1267.94 Lakhs. The case filed by the company is pending with CIT (A), Delhi. Last hearing was on 08-03-2022 | Status quo |
9 | Department of Income Tax, New Delhi | 30-11-2021 | Matter pertains to disallowances of deduction U/s 80 IA of Income Tax Act in respect of rate difference on sale of captive power for the assessment year 2018-19 (Amount Involved Rs.762.72 Lakhs) The case filed by the company is pending with CIT (A), Delhi.
Hearing date was 30-11-2021 | Status quo |
10 | Department of Income Tax, New Delhi | 31-03-2016 | Matter pertains to disallowance of Trade Creditors due to non available of balance confirmation letters from CTL for the assessment year 2013-14 (Amount Involved Rs.685.66 Lakhs). The company had filled the case and the same is pending with CIT (A), Delhi.Last hearing was on 13-01-2025 | Status quo |
11 | Department of Income Tax, New Delhi | 30-09-2018 | Matters realeted to disallowance of Miscellaneous expense and Additional grounds for TUF Subsidy Capital Receipt,RIPS Interest Subsidy, FMS/FPS, Electricity Duty Exemption. for the assessment year 2011-12 (Amount Involved Rs.1453.67 Lakhs). The case is filed by the department is pending with ITAT, Jodhpur. Last hearing was on 27-03-2025 | Status quo |
12 | Department of Income Tax, New Delhi | 30-09-2018 | Matter releated to disallowance of Miscellaneous expense and Additional grounds for TUF Subsidy Capital Receipt,RIPS Interest Subsidy, FMS/FPS, Electricity Duty Exemption for the assessment year 2013-14 (Amount Involved Rs.2020.83 Lakhs). The case is filed by the department is pending with ITAT, Jodhpur. Last hearing was on 27-03-2025 | Status quo |
13 | Department of Income Tax, New Delhi | 17-09-2020 | Matter releted to disallowance of Miscellaneous expense and Additional grounds for TUF Subsidy Capital Receipt,RIPS Interest Subsidy, FMS/FPS, Electricity Duty Exemption for the assessment year 2014-15 (Amount Involved Rs.2286.64 Lakhs).The case is filed by the department is pending with ITAT, Jodhpur. Last hearing was on 27-03-2025 | Status quo |
14 | Department of Income Tax, New Delhi | 17-09-2020 | Matter releated to Disallowance of Miscellaneous expense and Additional grounds for TUF Subsidy Capital Receipt,RIPS Interest Subsidy, FMS/FPS, Electricity Duty Exemption for the assessment year 2013-14 amounting to Rs.2479.09 Lakhs. The case is filed by the department is pending with ITAT, Jodhpur.Last hearing was on 27-03-2025 | Status quo |