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Rajath Finance Ltd.

BSE: 507962 Sector: Financials
NSE: N.A. ISIN Code: INE455H01013
BSE 00:00 | 25 Jul 10.60 0
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NSE 05:30 | 01 Jan Rajath Finance Ltd
OPEN 10.60
PREVIOUS CLOSE 10.60
VOLUME 100
52-Week high 10.60
52-Week low 7.60
P/E 25.85
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.60
CLOSE 10.60
VOLUME 100
52-Week high 10.60
52-Week low 7.60
P/E 25.85
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
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 36th Annual Report forthe financial year ended on 31st March 2021.

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March 2021 issummarized as under:

(Amt. in Rs.)

SR. NO. PARTICULARS 2020-21 2019-20
1. Revenue from Operation 3746214 4200910
2. Other Income -- 37033
3. Total Revenue (1+2) 3746214 4237943
4. Employee Benefit Expenses 619307 668154
5. Depreciation & Amortization Exp. 275828 331248
6. Other Expenses 2379890 4280458
7. Profit/(Loss) Before Tax 471189 (1041917)
8. Current Tax 0 0
9. Deferred Tax (297452) (272117)
10. Profit/(Loss) After Tax (PAT) 173737 (769800)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK :

During the year under review your Company's revenue from operation has decreased fromRs. 4200910/- for previous F.Y. 2019-20 to Rs. 3746214/- in reporting year. Due toconsistent efforts of the management Employee benefit expenses and other expenses of thecompany decreased during the year under report as compared to previous financial year2019-20. Other expenses of the company have been decreased due to decrease in travellingexpenses of the company to the major extent during the reporting year. Employee benefitexpenses and other expenses of the company is Rs. 619307/- and Rs. 2379890respectively as compared to Financial year 2019-20 was Rs. 668154/- and Rs. 4280584respectively. Further during the year under report company has reported net profit of Rs.173737/- as compared to loss of Rs. 769800 during the previous financial year.Management has been trying to improve the performance of the Company.

DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:

In order to conserve resources for operational purposes your Directors do notrecommend any dividend.

Further no amount has been transferred to general reserves in the Financial Year2020-21.

SHARE CAPITAL:

The paid-up Equity Share Capital of the company as on March 31 2021 was Rs.40000000 divided into 4000000 equity shares of Rs. 10/- each. During the year underReport the Company has not issued any shares or any convertible instruments.

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 2020-21 is enclosed with thisreport as Annexure-I.

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Actshall be hosted on the website of the company viz. http://rajathfinance.in/annual-report-36th

BOARD MEETINGS AND INDEPENDENT DIRECTOR'S MEETING:

The Board of Directors of the Company respectively met seven times on 28/05/202030/07/2020 02/09/2020 30/09/2020 31/10/2020 26/11/2020 and 11/02/2021 during thefinancial year 2020-21.

Further the Independent Directors meeting was held on 11/02/2021 to review theperformance of non-independent directors and the Board as a whole taking into account theviews of executive directors and non-executive directors and assess the quality quantityand timeliness of flow of information between the Company management and the Board that isnecessary for the Board 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 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 meets the criteria of independence laid down inSection 149 (6) of the Companies Act 2013.

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

RATIO OF REMUNARATION OF EACH DIRECTOR TO THE MEDIAN REMUNARATION OF THE EMPLOYEES OFTHE COMPANY FOR THE FINANCIAL YEAR 2019-20:

The information required pursuant to section 197 (12) read with Rule 5 (1) (i) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofratio of remuneration of each director to the median remuneration of the employee of theCompany for the financial year 2020-21 will be made available for inspection at itsregistered office of the Company during the working hours for a period of twenty one daysbefore the date of Annual General Meeting of the company pursuant to Section 136 of theCompanies Act 2013 and members if any interested in obtaining the details thereof shallmake specific request to 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 EVALUATION 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:

Members are already aware that company has appointed M/S. A. D. Vyas & Co.Chartered Accountants and a peer reviewed firm [FRN 113588W] as a statutory auditor of thecompany in the annual general meeting held in the year 2019 (for the financial year2018-19) to hold office till the conclusion of Annual General Meeting to be held in theyear 2024 (for financial year 2023-24).

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 CS Nayna Pratik Lunker Practising Company Secretary toconduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report forthe financial year ended March 31 2021 is annexed herewith as Annexure II.

Observation by Secretarial Auditor

1. The Secretarial Auditor has pointed out that the Board has not appointed newIndependent Directors after expiry of terms of existing Independent Directors.

Reply by Board of Directors: Board of Directors of the Company assures forappointment of new Independent Directors at the earliest.

2. The Secretarial Auditor has observed about the non-appointment of Chief FinancialOfficer Company Secretary and Internal Auditor in the Company and as a result ofnonappointment of required Key Managerial Personnel Company fails to comply Rule 25A ofCompanies (Incorporation) Rules 2014 and as on 31st March 2021 the Company'sstatus was 'Active Non-Compliant' as it had not filed Form 22A with the Registrar.

Reply by Board of Directors: The delay in the appointments has been occurreddue to weak financial position of the Company. However the management is assuring thatthe Company will soon proceed for the appointment of the required KMPs in terms of theprovisions of the Companies Act 2013. The Company had already appointed Wholetime CompanySecretary w.e.f 08th April 2021.

3. The Secretarial Auditor has reported that some compliance under applicableregulations of LoDR have been submitted to the BSE after due date and Stock exchange hadlevied the fine for such delay in compliance as well as for nonappointment of CompanySecretary in terms of Regulation 6(1) of SEBI (LODR) Regulations 2015.

Reply by Board of Directors: Company had paid fine levied by the Stock Exchangefor the delayed compliance of Regulation 6(1) of the SEBI (LODR) 2015. Further incompliance of Regulation 6(1) company had appointed whole-time Company Secretary w.e.f 08thApril 2021. Company has also applied for the waiver of fine levied by the Stock Exchangeand pending for reply from the Stock Exchange. The Board of Directors of the Companyensures for the timely compliances of applicable SEBI Regulations in the future.

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 during immediately preceding financial year isrequired to constitute a CSR Committee. At present the Company is not required toconstitute a CSR Committee in this regards as none of the above referred limits have beentriggered.

BOARD OF DIRECTORS:

During the year under review there was no change 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 Mr. Bhavdeep V. Vala Director (DIN:00153775) retires by rotation and being eligible has offered himself for re-appointment.The Board recommends the same for your approval.

As on 31st March 2021 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

Company had appointed Mrs. Dea Vachhani [M. No. A26801] as a Company Secretary andCompliance Officer of the Company w.e.f 08th April 2021.

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

Audit Committee of the company respectively met four times during the year on 28thMay 2020 30th July 2020 31st October 2020 and 11thFebruary 2021. During the year under report all the recommendations of the AuditCommittee were duly considered.

NOMINATION AND REMUNERATION COMMITTEE:

The Company is having an adequate Nomination and Remuneration Committee comprising offollowing 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

Nomination and Remuneration Committee of the company met once during the year underreport on 28th May 2020. During the year under report all the recommendationsof the Committee were duly considered.

SHAREHOLDERS GRIEVANCE COMMITTEE:

The Company is having a Shareholder Grievance Committee comprising of followingDirectors:

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

Shareholders Grievance Committee of the company met once during the year under reporton 31st October 2020. During the year under report all the recommendations ofthe Committee were duly considered.

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/-per month or Rs.10200000/- per annum as prescribed in Rule 5 (2) of the Companies(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. Howevercompany has filed with stock exchange certificate regarding non-applicability of CorporateGovernance requirements from a Practising Company Secretary for every quarter during theyear under report. However in pursuance of applicable provisions of the Companies Act2013 the Company has constituted the Audit Committee Stakeholder Grievances Committeeand Nomination & Remuneration Committee.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATE COMPANIES:

As on 31st March 2021 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.

VIGIL MECHANISM:

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

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The company has in place a policy for prevention prohibition and redressal of SexualHarassment at workplace. Appropriate mechanisms are in place for protection against sexualharassment and right to work with dignity.

During the year under review the company has not received any complaints regardingthis matter and there were no suits filed pursuant to Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013

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.

• 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 2020-21. ACKNOWLEDGEMENT :

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

Date : 03/09/2021 Place : Rajkot By Order of the Board of Directors For RAJATH FINANCE LIMITED
Sd/- (HITESH M. BAGDAI)
MANAGING DIRECTOR
(DIN: 00575732)
Sd/- (BHAVDEEP V. VALA)
DIRECTOR
(DIN: 00153775)

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