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Rajeswari Infrastructure Ltd.

BSE: 526823 Sector: Infrastructure
NSE: N.A. ISIN Code: INE016C01014
BSE 00:00 | 29 Jul Rajeswari Infrastructure Ltd
NSE 05:30 | 01 Jan Rajeswari Infrastructure Ltd
OPEN 8.44
PREVIOUS CLOSE 8.44
VOLUME 160
52-Week high 9.34
52-Week low 8.44
P/E 33.76
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.44
Sell Qty 7340.00
OPEN 8.44
CLOSE 8.44
VOLUME 160
52-Week high 9.34
52-Week low 8.44
P/E 33.76
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.44
Sell Qty 7340.00

Rajeswari Infrastructure Ltd. (RAJESWARIINFRA) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 25th Annual Report together with the AuditedFinancial Statements for the financial year ended March 31 2018.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company for the year ended March 31 2018 are presentedbelow:-

(Amount in lakhs.)

Particulars 2017-2018 2016-2017
Income from Operations 9.03 64.54
Other Income 27.88 9.05
Total Expenditure 51.67 101.22
Interest 10.76 11.55
Gross Profit (after Interest but before depreciation
(25.51) (39.18)
and taxation)
Depreciation 32.66 32.92
Profit before tax (58.17) (72.09)
Extra-ordinary items 0 131.57
Provision for Current Taxes 0 0
Provision for Deferred Taxes 4.72 (0.34)
Profit after Tax (62.89) 59.82

DIVIDEND

In view of losses made no dividend is declared for the financial year ended 31st March2018.

OPERATIONAL PERFORMANCE

The turnover of the Company has been decreased to Rs.9.03 lacs during the year fromRs.64.54 lacs compared to the previous financial year and the Company has incurred a GrossLoss of Rs.25.51 lacs before depreciation as against Gross Loss of Rs.39.18 lacs in theprevious year.After deducting depreciation of Rs.32.66 lacs the operations resulted in anet loss of Rs.58.17 lacs as against Rs.72.09 lacs loss in the previous year.The Companyhas made a loss of Rs. 62.89 lacs during the year. The company has developed excellentengineering planning and project execution skills but due to the prevailing marketuncertainties and challenges such as poor economic conditions high financial costs andrising construction costs in the real estate environment has resulted in a loss duringthis year.The company has not undertaken any new real estate activity during the year.

MANAGEMENT DISCUSSIONANDANALYSIS REPORT

As required under Regulation 34 of SEBI (Listing Obligation & DisclosureRequirements) 2015 the Management Discussion andAnalysis Report is enclosed as a part ofthis report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse Board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.

Currently Board of Directors comprises of 5 Directors out of which one Director is aWoman Director and 3 Directors are Independent Directors.The Composition of Board is incompliance with the provisions of the Regulation 17 of SEBI (Listing Obligation &Disclosure Requirements) 2015.

DISCLOSURES OF PARTICULARS OF CONSTITUTING “GROUP” AS D E F I N E D I N S E BI ( I S S U E O F CA P ITA L A N D D I S C L O S U R E REQUIREMENTS) REGULATIONS 2009.

Pursuant to information received from the promoters the name of the promoters andentities comprising group (Promoter Group) as defined under Securities and Exchange Boardof India (Issue of Capital and Disclosure requirements) Regulations 2009.

PROMOTERS

G. RAMAMURTHY & Family

(Family for this purpose includes spouse dependent children and parents.)

PUBLIC DEPOSITS

Your Company has not accepted any deposits and as such no amount of principal orinterest was outstanding on the date of the Balance Sheet.

AUDITORS & AUDITORS REPORT

The Statutory Auditors M/s. N.Sankaran & Co Chartered Accountants Chennai wereappointed to hold office till the conclusion of the 29th Annual General Meeting. As perthe provisions of Section139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by members at everyAnnual General Meeting.

In accordance with the CompaniesAmendmentAct 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at everyAnnual General meeting.

M/s. N. Sankaran & Co CharteredAccountants Chennai have submitted their auditreport. The observations of auditors in their reports are self explanatory and thereforedo not call for any further comments. Subject to point no. VII of annexure to independentauditors report :

In respect of statutory dues the company has made TDS payment to the tune of Rs.226338/- after 31st March 2018.

SECRETARIAL AUDIT

According to the provisions of the Section 204 of the Companies Act 2013 read withrule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the secretarial audit report submitted by M/s. M. Damodaran Associates PracticingCompany Secretaries is enclosed as a part of this report markedAnnexureA

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and TheCompanies Act 2013 provide that a formal annual evaluation needs to be made by the Boardof its own performance and that of its committees and individual directors. Schedule IV ofthe Companies Act 2013 states that the performance evaluation of independent directorsshall be done by the entire Board of Directors excluding the director being evaluated.The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors to the best oftheir knowledge and belief confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there has been no material departure.

ii. the selected accounting policies were applied consistently and the directors madejudgments and estimates that are reasonable and prudent so as to give atrue and fair viewof the state of affairs of the Company as at March 31 2018 and of the profit of theCompany for the year ended on that date;

iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv. the annual accounts have been prepared on a going concern basis.

v. they have laid down internal financial controls that are adequate and were operatingeffectively.

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively

INTERNAL FINANCIAL CONTROLAND ITSADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

CODE OF CONDUCT FORTHE PREVENTION OF INSIDERTRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation.The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.The InsiderTrading Policy of the Company covering code of practicesand procedures for fair disclosure of unpublished price sensitive information and code ofconduct for the prevention of insider trading is available on our website.

INVESTOR EDUCATION & PROTECTION FUND

As at March 31 2018 dividends amounting to Rs. 702434 have not been claimed byshareholders of the Company. The Company has been intimating the shareholders to lodgetheir claim for dividend from time to time.

As per the provisions of Section 125 of the Companies Act 2013 dividends that havenot been claimed by the shareholders for a period of seven years from the date of transferto the unpaid dividend account will be transferred to the Investor Education andProtection Fund in accordance with the current regulations.

LISTING

The securities of the Company are listed on BSE Limited.

DEPOSITORY SYSTEM

Trading in Equity shares of the Company is permitted only in dematerialized form. Allrequests for dematerialization of shares are processed and the confirmation is given tothe respective depositories i.e. NSDL and CDSL within the stipulated time. Upto 31st March2018 89.67% Equity Shares of the Company have been dematerialized.

Number of Board Meetings held

The Board of Directors duly met 8 (Eight) times during the financial year from1stApril 2017 to 31stMarch 2018. The dates on which the meetings were held are asfollows: 26.04.2017 30.05.2017 30.06.2017 29.07.2017 07.08.2017 06.11.201709.11.2017 and 12.02.2018

CASH FLOW STATEMENT

In conformity with the provisions of 34 of SEBI (Listing Obligation & DisclosureRequirements) 2015 the cash flow statement for the year 2017-18 is annexed hereto.

DISCLOSURES

INFORMATION AS PER SECTION 134(3)(M) OF THE COMPANIES ACT 2013 READWITH RULE 8 OFTHECOMPANIES (ACCOUNTS) RULES 2014

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

The Company's core activity at present is civil construction which is not powerintensive. The Company is making every effort to reduce the consumption of power.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings Rs. Nil (Previous Year Rs. Nil/-)

Year ended 31.03.2018

Year ended 31.03.2017

Particulars INR In foreign Currency INR

In foreign Currency

Foreign Exchange outgo
Imports -NIL - -NIL - -NIL - -NIL -
Foreign Travel -NIL - -NIL - -NIL - -NIL -

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. TheVigil Mechanism Policy has been uploaded on the website of the Company at

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as Annexure-B.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosedasAnnexure-C.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthere under and the Listing Agreement.This Policy was considered and approved by the Boardhas been uploaded on the website of the Company at

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate social responsibility provisions are not applicable to your company as yourcompany did not qualify the rules provided in Section 135 of the CompaniesAct 2013.

CORPORATE GOVERNANCE

As per Regulation 15 of SEBI (Listing Obligation & Disclosure Requirements) 2015the company is exempted from complying with the provisions of Corporate Governance sincethe paid up equity share capital does not exceed Rs.10 crores and net worth does notexceed Rs.25 crore.

COMMITTEES OFTHE BOARD

Currently the Board has three committees.They are:

(i)Audit committee

TheAudit committee consists of Independent directors.The following is its composition:

1. Mr. Meenakshi Sundaram Elangovan Chairperson;

2. Ms. Usha Member;

3. Mr. Ravi Shankar Sambasivan Pulya Member.

(ii) Nomination & remuneration committee

The Nomination & remuneration committee consists of Independent directors. Thefollowing is its composition: 1. Ms. Usha Chairperson 2. Mr. Ravi Shankar Sambasivan PulyaMember ; 3. Mr.Vijaya Raghavan - Member

(iii) Stakeholders' relationship committee

The Stakeholders' relationship committee consists of Independent directors.Thefollowing is its composition: 1. Mr. Meenakshi Sundaram Elangovan Chairperson; 2. Ms. UshaMember; 3. Mr. Ravi Shankar Sambasivan Pulya Member.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

S. No Name Designation Remuneration paid FY 2017-18 Remuneration paid FY 2016-17 Increase in remuneration from previous year Ratio/Times per Median of employee remuneration
`. lakhs `. lakhs `. lakhs
1. G Ramamurthy Managing Director 3.60 3.60 2.5 times
2. R Usha Whole Time Director 3.60 3.60 2.5 times

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the CompaniesAct 2013 are given in the notes to the Financial Statements.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion andAnalysis.

ACKNOWLEDGEMENTS

The Board places on record its appreciation for the assistance and co-operationreceived from the Banks and GovernmentAuthorities.

The Board also places on record its gratitude to the employees at all levels for theircommitment and dedicated efforts.The Directors are also thankful to the shareholdersfortheir continued support to the Company.

their continued support to the Company.
By order of the Board
Place: Chennai G. Ramamurthy
Dated: 30.05.2018 Chairman & Managing Director
(DIN : 00060323)