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Rajath Finance Ltd.

BSE: 507962 Sector: Financials
NSE: N.A. ISIN Code: INE455H01013
BSE LIVE 15:14 | 15 Mar Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.23
PREVIOUS CLOSE 7.27
VOLUME 46
52-Week high 14.00
52-Week low 7.23
P/E
Mkt Cap.(Rs cr) 3
Buy Price 7.23
Buy Qty 20.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.23
CLOSE 7.27
VOLUME 46
52-Week high 14.00
52-Week low 7.23
P/E
Mkt Cap.(Rs cr) 3
Buy Price 7.23
Buy Qty 20.00
Sell Price 0.00
Sell Qty 0.00

Rajath Finance Ltd. (RAJATHFINANCE) - Director Report

Company director report

To

The Members

Rajath Finance Limited

Your Directors are pleased to present their 30th Annual Report forthe financial year ended on 31st March 2015.

FINANCIAL RESULTS:

Your Company’s performance for the year ended on 31st March 2015 issummarized as under:

(Amt. in Rs.)
SR. NO. PARTICULARS 2014-15 2013-14
1. Revenue from Operation 4031266 3133790
2. Other Income 30202 198557
3. Total Revenue (1+2) 4061468 3332347
4. Depreciation & Amortization Exp. 217702 191971
5. Other Expenses 4033146 1519829
6. Profit/(Loss) Before Tax (597605) 1233932
7. Current Tax 11141 107693
8. Deferred Tax 421788 (317489)
9. Profit/(Loss) After Tax (PAT) (1030534) 1165607

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

During the year under Report your Company has recorded the total Revenue fromOperations of Rs. 4031266/- as compared to Rs.3133790/- of previous financial year2013-14 showing an approximate rise of about 28%. However due to increasing inflationunfavourable market conditions and writing off of Bad Debts the Company has incurred lossof Rs.597605/-as compared to Net Profit of Rs.1165607/-of previous year. However themanagement assures that the Company will leave no effort unturned to recover the loss inthe impending phase andimprove the profitability of the Company.

DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

Due to loss your Board of Directors does not recommend declaration of dividend.Moreover no amount is being transferred to Reserves during the financialyear 2014-15

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2015 was Rs. 4crores. During the yearunder reviewtheCompany has not issuedany shares or any convertible instruments.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134 (3) (a) of Companies Act 2013 Form MGT 9 i.e. the extract ofAnnual Return for the Financial Year 2014-15isenclosed with this report.

BOARD MEETINGSAND INDEPENDENT DIRECTOR’S MEETING:

The Board of Directors of the Company respectively met Five times on 28/05/201402/08/2014 31/10/2014 31/01/2015and 31/03/2015 during the financial year 2014-15.

Further the Independent Directors meeting was held on 25th March 2015 toreview the performance of non-independent directors and the Board as a whole; review theperformance of the Chairperson of theCompany taking into account the views of executivedirectors and non-executive directors and assess the quality quantity and timeliness offlow of information between the Company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

BOARD’S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act 2013 the Directorsbased on the information and representations received from the operating managementconfirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same;

b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.

DECLARATION(OF INDEPENDENCE) BY INDEPENDENT DIRECTORS:

The Company has received declarations from each Independent Director under section 149(7) of the Companies Act 2013 that he/ she meets the criteria of independence laid downin Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

The Company hasthepractice to take the declaration of independence from all IndependentDirectors on his/ her appointment/ re-appointment and also in first meeting of the Boardof Directors every year. All these Directors are abiding to intimate to the Board aboutany change in their status of independence in the very next board meeting after suchchange.

COMPANY’S POLICY ON DIRECTORS APPOINTMENT NOMINATION REMUNERATION AND FORMALEVALUATION:

Pursuant to provisions of Section178 (1) of the Companies Act 2013 the Board has onthe recommendation of the Nomination & Remuneration Committee framed a policy forselection nominationappointmentand Remunerationof Directorssuitably containingthecriteria determining qualifications positiveattributes and independence of a Director.Moreover in terms of Clause 49 of the Listing Agreement the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and ShareholdersGrievancecommittee.

STATUTORY AUDITOR AND AUDITORS’ REPORT:

M/s. SADP & CO. Chartered Accountants Rajkot Statutory Auditors of theCompany hold office till the conclusion of the ensuing Annual General Meeting and areeligible for reappointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.

The Auditors’ Report does not contain any qualification reservation or adverseremark AND the Notes on financial statements referred to in the Auditors’ Report areself-explanatory and do not require any further comments thereon.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed NaynaParamaljiChopra Practising Company Secretary to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report for thefinancial year ended March 31 2015 is annexed herewith. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS MADE:

During the year under report the Company has not granted any loan or provided anyguarantee or made anyinvestment exceeding the limits as specified in Section 186 (2) ofthe Companies Act 2013. Hence no approval from the shareholders in this regard wasrequired.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related party whichis not at arms’ length requiring approval of shareholders in the general meeting asrequired under section 188 of the Companies Act 2013. The Audit Committee reviews all thetransactions with related party on quarterly basis and recommends the same to the Boardfor their approval. Your Directors draw attention of the members to Note no. 24 tofinancial statements which set out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 every company with a networth of Rs. 500 Crores or more OR an annual turnover of Rs.1000 Crores or more OR with anet profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At presentthe Company is not required to constitute a CSR Committee in this regards as none of theabove referred limits have been triggered.

BOARD OF DIRECTORS:

In terms of Section 152 (6) of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 Mr. Hitesh Bagdai Managing Director (DIN:00575732) and Mr. Bhavdeep Vala Director (DIN: 00153775) retires by rotation and beingeligible has offered himself for re-appointment. The Board recommends the same for yourapproval.

Mr. Kantilal Khakhar (DIN:01957569) Mr. Ketan Dhulesiya (DIN:02252208) and Mr. JanishAjmera (DIN:06708217) are the Independent Directors of the Company.

In terms of provisions of Section 149 (10) read with Clause 49 of the ListingAgreement all three independent directors have been reappointed with amended terms in the29th Annual General Meeting of the Company held on 30th September2014.

BOARD COMMITTEES :

AUDIT COMMITTEE: The Company is having an adequate Audit Committee comprising offollowing Directors:

Sr. No. Name & DIN of the Director Status Category
1 Mr. Kantilal Khakhar (DIN: 01957569) Chairman of Audit Committee Non Executive and Independent Director
2 Mr. Ketan Dhulesia (DIN: 02252208) Member Non Executive and Independent Director
3 Mr. Bhavdeep Vala (DIN: 00153775) Member Executive Director

During the year under report all the recommendations of the Audit Committee were dulyconsidered. Detailed terms of reference of Audit Committee are provided in CorporateGovernance Report.

NOMINATION AND REMUNERATION COMMITTEE: The Company is having an adequate Nominationand RemunerationCommittee comprising of following Directors:

Sr. No. Name & DIN of the Director Status Category
1 Mr. Kantilal Khakhar (DIN: 01957569) Chairman of Nomination & Remuneration Committee Non Executive and Independent Director
2 Mr. Ketan Dhulesia (DIN: 02252208) Member Non Executive and Independent Director
3 Mr. Bhavdeep Vala (DIN: 00153775) Member Executive Director

Detailed terms of reference of Nomination and Committee are provided in CorporateGovernance Report.

SHAREHOLDERS GRIEVANCE COMMITTEE: The Company is having a Shareholder GrievanceCommitteecomprising of following Directors:

Sr. No. Name & DIN of the Director Status Category
1 Mr. Ketan Dhulesia (DIN: 02252208) Chairman of Shareholder Grievance Committee Non Executive and Independent Director
2 Mr. Kantilal Khakhar (DIN: 01957569) Member Non Executive and Independent Director
3 Mr. Bhavdeep Vala (DIN: 00153775) Member Executive Director

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(3) (m) of the Companies Act 2013 and the rules madethere under relating to conservation of energy technology absorption do not apply to yourCompany as it is not a manufacturing company. However your Company has been increasinglyusing information technology in its operations and promotes conservation of resources.During the year under review there was no foreign earning or expenditure in the Company.

PARTICULARS OF EMPLOYEES:

There are no employees in the Company drawing remuneration of more than Rs. 5 Lacs permonth or 60Lacs per annum as prescribed in Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE:

The Company believes that the Corporate Governance is all about effective management ofrelationshipamong constituents of the system i.e. shareholders management employeescustomers vendors regulatory and the society at large. The Company has strong beliefthat this relationship can only be built and strengthen through corporate fairnesstransparency and accountability. The Securities and Exchange Board of India (SEBI)Reserve Bank of India (RBI) National Foundation for Corporate Governance (NFCG)Institute of Company Secretaries of India (ICSI) and other such regulatory bodies andorganizations are continuously making stringent efforts to strengthen Corporate Governanceframework in the country.

Accordingly a detailed Report on Corporate Governance as well as the CertificatefromM/s. SADP & Co Chartered Accountants and the Statutory Auditors of the Companyare annexed to this Report of Board of Directors.

RISK MANAGEMENT:

The Company has framework for managing its risk. It has led down detail procedure toinform Board member about the Risk assessment and Minimization Procedure. The Company hasmade the policy in this regard and the same is reviewed periodically to ensure theexecutive management control risk through means of proper framework.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March 2015 the Company doesn’thave anySubsidiary JointVenture or Associate Companies.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls with reference to financialstatements. During the year under report no reportable material weakness was observed.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS MADE:

During the year under report the Company has not granted any loan or provided anyguarantee or made any investment exceeding the limits as specified in Section 186 (2) ofthe Companies Act 2013.Hence no approval from the shareholders in this regard wasrequired.

VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for directors and employeesto report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.rajathfinance.com

OTHER DISCLOSURES:

• Your Company has not invited/ accepted any Fixed Deposits under the provisionsof Section 73 of the Companies Act 2013 and the Rules made there under.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

• During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

• No material changes and commitments have occurred after the close of the yeartill the date of this Reportwhich affectthefinancial position of the Company.

• The Company is not required to get its cost records audited for the financialyear 2014-15.