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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 32nd Annual Report for thefinancial year ended on 31st March 2017.

FINANCIAL RESULTS :

Your Company's performance for the year ended on 31st March 2017 issummarized as under:

(Amt. in Rs.)
SR. NO. PARTICULARS 2016-17 2015-16
1. Revenue from Operation 3579023 3969741
2. Other Income 0 500
3. Total Revenue (1+2) 3579023 3970241
4. Depreciation & Amortization Exp. 92851 105509
5. Other Expenses 4609572 2631150
6. Profit/(Loss) Before Tax (1481787) 801008
7. Current Tax 0 152632
8. Deferred Tax (224251) 150325
9 Excess/short provision relating earlier year tax 125020 1284204
10. Profit/(Loss) After Tax (PAT) (1382556) (786153)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK :

During the year under review your Company's revenue has decreased to Rs. 3579023/-from Rs. 3969741/- revenue of previous year. Net loss of the Company is also increasedto Rs. 1382556/- from Rs. 786153/-. Management of the Company has made their totaleffort to convert its losses into profit but unable to succeed. Furthermore looking at thepositive market scenario for the financial sector management of the Company foreseesbetter performance of the Company.

DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

Due to loss your Board of Directors does not recommend any dividend for the financialyear 2016-17. Moreover no amount is being transferred to Reserves during the financialyear 2016-17.

SHARE CAPITAL:

The paid-up Equity Share Capital of the company as on March 31 2017 was Rs. 4 crores.During the year under review the Company has not issued any shares or any convertibleinstruments.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134 (3) (a) of Companies Act 2013 Form MGT 9 [as specified inSection 92(3) read with Rule 12(1) of the Companies (Management and Administration) Rules2014] the extract of Annual Return for the Financial Year 2016-17 is enclosed with thisreport as Annexure-I.

BOARD MEETINGS AND INDEPENDENT DIRECTOR'S MEETING :

The Board of Directors of the Company respectively met five times on 30/05/201601/08/2016 29/10/2016 and 31/01/2017 during the financial year 2016-17.

Further the Independent Directors meeting was held on 21st March 2017 toreview the performance of non-independent directors and the Board as a whole taking intoaccount the views of executive directors and non-executive directors and assess thequality quantity and timeliness of flow of information between the Company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

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) thedirectors have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively.

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.

The Company has the practice to take the declaration of independence from allIndependent Directors on his/ her appointment/ re-appointment and also in first meeting ofthe Board of Directors every year. All these Directors are abiding to intimate to theBoard about any change in their status of independence in the very next board meetingafter such change.

RATIO OF REMUNARATION OF EACH DIRECTOR TO THE MEDIAN REMUNARATION OF THE EMPLOYEES OFTHE COMPANY FOR THE FINANCIAL YEAR 2016-17:

The information required pursuant to section 197 (12) read with Rule 5 (1) (i) of theCompanies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration ofeach director to the median remuneration of the employee of the Company for the financialyear 2016-17 will be made available for inspection at its registered office of theCompany during the working hours for a period of twenty one days before the date of AnnualGeneral Meeting of the company pursuant to Section 136 of the Companies Act 2013 andmembers if any interested in obtaining the details thereof shall make specific requestto the officer of the Company in this regard.

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

Pursuant to provisions of Section 178 (1) of the Companies Act 2013 the Board has onthe recommendation of the Nomination & Remuneration Committee framed a policy forselection nomination appointment and remuneration of Directors suitably containing thecriteria determining qualifications positive attributes and independence of a Director.

FORMAL ANNUAL EVALUAITON OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out annual performance evaluation of its own performance thedirectors individually as well the evaluation of the working of its Audit Nomination& Remuneration and Shareholders Grievance committee.

STATUTORY AUDITOR AND AUDITORS' REPORT:

M/s. SADP & CO. Chartered Accountants Rajkot Statutory Auditors of the Companyhold office till the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. 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 adverse remarkAND the Notes on financial statements referred to in the Auditors' Report areself-explanatory and do not require any further comment thereon.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

The Board has appointed Nayna Paramalji Chopra Practising Company Secretary toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is annexed herewith as Annexure II. TheSecretarial Auditors have observed about the non-appointment of Company Secretary ChiefFinancial Officer and Internal Auditor in the Company. The delay in the appointments hasbeen occurred due to weak financial position of the Company. However the management isassuring that the Company will soon proceed for the appointment of the required KMPs interms of the provisions of the Companies Act 2013.

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.

PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contract or arrangement with related party whichwas 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. The details regarding of contracts/arrangement with related partiesare disclosed in the AOC-2 is attached herewith as Annexure-III

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:

During the year under review there was no changed in the composition of the Board ofDirectors of the Company.

In terms of Section 152 (6) of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 Mrs. Poonam H. Bagdai Director (DIN:00353024) retires by rotation and being eligible has offered herself for re- appointment.The Board recommends the same for your approval.

As on 31st March 2017 Composition of Board of Directors was as follows:

Sr No. Name Designation Category Director Identification Number (DIN) Date of Appointment
1 Mr. Hitesh Manubhai Bagdai Managing Director Executive 00575732 27/02/2007
2 MR. Bhavdeep Vajubhai Vala Director Executive 00153775 27/02/2007
3 Mr. Kantilal Kalidas Khakhar Director Independent 01957569 05/02/2008
4 Mr. Ketanbhai Govindbhai Dhulesiya Director Independent 02252208 31/03/2009
5 Mrs. Poonam Hitesh Bagdai Director Non-Executive & Non-Independent 00353024 30/10/2015
6 Mr. Janish Navinchandra Ajmera Director Independent 06708217 30/12/2013

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 Chairman of Audit Committee Non Executive and Independent Director
(DIN: 01957569)
2 Mr. Ketan Dhulesia Member Non Executive and Independent Director
(DIN: 02252208)

During the year under report all the recommendations of the Audit Committee were dulyconsidered.

NOMINATION AND REMUNERATION COMMITTEE: The Company is having an adequate Nomination andRemuneration Committee comprising of following Directors:

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

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

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has not taken any significant step for conservation of energy during theyear under Report. However your Company has been increasingly using informationtechnology in its operations and promotes conservation of resources. Further during theyear 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. 850000/-rupees per month or 10200000/- rupees per annum as prescribed in Rule 5 (2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE :

Provisions relating to Corporate Governance as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to our company. FurtherCertificate regarding non-applicability of Corporate Governance requirements from M/s.SADP & Co Chartered Accountants and the Statutory Auditors of the Company is annexedto this Report of Board of Directors. However in pursuance of applicable provisions ofthe Companies Act 2013 the Company has constituted the Audit Committee StakeholderGrievances Committee and Nomination & Remuneration Committee.

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 on 31st March 2017 the Company doesn't have any Subsidiary 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 employees to 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 Deposits under the provisions ofSection 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.

• There have been no instances of any revision in the Board's Report or thefinancial statement hence disclosure under Section 131(1) of the Act.

• The Company has not paid any commission to any of its Directors and henceprovision of disclosure of commission paid to any Director as mentioned in Section 197(14)is not applicable.

• The Company has not issued any shares to any employee under any specificscheme and hence disclosures under Section 67(3) are not required to be made.

• No material changes and commitments have occurred after the close of the yeartill the date of this Report which affect the financial position of the Company.

• The Company is not required to get its cost records audited for the financialyear 2016-17

ACKNOWLEDGEMENT :

Your directors put on record their whole hearted gratitude to bankers employees of theCompany for their sincere efforts for the Company.

By Order of the Board of Directors
Date : 05/05/2017 For RAJATH FINANCE LIMITED
Place : Rajkot
(HITESH M. BAGDAI) (BHAVDEEP V. VALA)
MANAGING DIRECTOR DIRECTOR
(DIN: 00575732) (DIN: 00153775)