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Rajeswari Infrastructure Ltd.

BSE: 526823 Sector: Infrastructure
NSE: N.A. ISIN Code: INE016C01014
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NSE 05:30 | 01 Jan Rajeswari Infrastructure Ltd
OPEN 8.37
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VOLUME 1433
52-Week high 21.00
52-Week low 5.30
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.37
CLOSE 8.29
VOLUME 1433
52-Week high 21.00
52-Week low 5.30
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rajeswari Infrastructure Ltd. (RAJESWARIINFRA) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operations of yourCompany along with audited financial statements for the financial year ended March 312021.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company for the year ended March 3 12021 are presentedbelow:-

(Amount in lakhs)

Particulars 2020-2021 2019-2020
Income from Operations 396.27 372.52
Other Income 23.77 93.62
Profit before Finance Costs and Depreciation and Amortization Expense 83.51 108.21
Finance Cost 0.62 1.45
Depreciation and Amortization Expense 19.73 25.27
Profit Before Tax 63.17 81.48
Less:Tax Expense 3.68 3.55
Profit after Tax 59.48 77.93
Other Comprehensive Income
Total Comprehensive Income
Opening Balance of Retained Earnings -591.54 -669.48
Less: Proposed Equity Dividend
Less: Dividend Distribution Tax
General Reserve 8.70 8.70
Capital Reserve 18.29 18.29
Closing Balance -505.40 -564.56

DIVIDEND

No dividend is recommended for the financial year ended 3 1st March 2021

OPERATIONALPERFORMANCE

Theturnover of the Company during the year is 396.27 lakhs and has made a profit of Rs.59.48 lakhs.The Company has developed excellent engineering planning and projectexecution skills. The company has not undertaken any new real estate activity during theyear.

TRANSFERTO RESERVES

No amount has been transferred to reserves during the year under review.

MATERIAL CHANGES AFFECTINGTHE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have subsidiaries joint ventures and associates companies for theyear under review.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company

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 isaWoman 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.

PUBLIC DEPOSITS

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

AUDITORS & AUDITORS REPORT

At the 24th AGM held on 27th September 2017 the Members had approved the appointmentof M/s. N. Sankaran& Co (Firm Reg No. 0035908) Chartered Accountants as theStatutory Auditors for a period of 5 years commencing from theconclusion of the 24thAnnual General Meeting until the conclusion of the 29th Annual General Meeting to be heldin the year 2022.

Pursuant to Sections 139 and 141 of the Act read with the Companies (Audit andAuditors) Rules 2014 M/s. N. Sankaran& Co has furnished a certificate of theireligibility and consent as the Auditors of the Company.

The financial statements of the Company have been prepared in accordance with IndianAccounting Standards (Ind AS) notified under Section 133 of the Act.

M/s. N. Sankaran& Co Chartered Accountants 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.VIIand VIII of annexure A toindependent auditor's report

In respect of statutory dues the company has made part payment of TDS as on date TheStatutory Auditors were present at the lastAGM.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148( 1) of the Companies Act 2013 are not applicable to theCompany.

SECRETARIAL AUDITORS

M/s. M. Damodaran & Associates LLP Company Secretaries were appointed asSecretarial Auditors of your Company to conduct Secretarial Audit of records and documentsof the Company for FY 2020-21.

The Secretarial Audit Report confirms that the Company has complied with the provisionsof the Act Rules Regulations and Guidelines and that there were no deviations ornon-compliances.

The Secretarial Audit Report contains qualifications reservations or adverse remarksor disclaimers. The Secretarial Audit Report is provided in Annexure-A to this Report. Themanagement is taking necessary steps to correct the qualifications reservations oradverse remarks.

DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the Listing Regulations Mr. Meenakshi SundaramElangovan Mr. Ravi Shankar Sambasivan Pulya and Mr. Vijaya Raghavan are the IndependentDirectors of the Company as on date.

The Company has received the necessary declaration from each Independent Director inaccordance with Section 149(7) of the Companies Act 2013 read with Regulations 16 and25(8) of the Listing Regulations that he/she meets the criteria of independence as laidout in Section 149(6) of the Companies Act 2013 and Regulations 16( 1 )(b) and 25(8) ofthe Listing Regulations.

At theAGM held on 20thSeptember 2016 Mr. Ravi Shankar Sambasivan Pulya was appointedas an Independent Director of the Company who holds office till 19th September 2021.

At the AGM held on 27th September 2017 Mr. Vijaya Raghavan was appointed as anIndependent Director of the Company who holds office till 29th June 2022.

At the AGM held on 30th September 2019 Mr. Meenakshi Sundaram Elangovan was appointedas an Independent Director of the Company who holds office till 31 st March 2024.

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.Theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and frame work 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 Directors had selected such accounting policies and applied them consistentlyand made judgements 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 loss of the Company for that period;

iii. the Directors had taken proper and sufficient care 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 Directors had prepared the annual accounts on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively

vi. the Directors had devised proper systems to ensure compliance with theprovision ofall applicable laws and that such systems wereadequate andoperating effectively.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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 INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of InsiderTrading) Regulation2015. TheInsiderTrading Policy of the Company lays down guidelines and procedures to be followedand disclosures 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 Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive in formation and code of conduct for theprevention of insider trading is available on our website.

INVESTOR EDUCATION & PROTECTION FUND

As at March 3 12021 dividends amounting to Rs. 388380 have not been claimed by shareholders of the Company.The Company has been intimating the share holders to lodge theirclaim for dividend from time to time.

As per the provisions of Section125 of the Companies Act 2013 dividends that have notbeen claimed by the share holders for a period of seven years from the date of transfer tothe unpaid dividend account will be transferred to the Investor Education and ProtectionFund 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 3 1stMarch 2021 NSDL 72.0104 & CDSL l7.7975Total - 89.81% Equity Shares of the Companyhave been dematerialized.

Number of Board Meeting held

The Board of Directors duly met 8 (Eight) times during the financial year from 1stApril 2020 to 31st March 2021. The dates on which the meetings were held are as follows:

15.06.2020 22.06.2020 11.08.2020 12.11.2020 27.11.2020 05.02.2021 16.02.2021 and01.03.2021. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013 and the listing regulations.

S.No Date of Meeting Board Strength No. of directors Present
1 15.06.2020 5 5
2 22.06.2020 5 5
3 1 1.08.2020 5 5
4 12.11.2020 5 5
5 27.11.2020 5 5
6 05.02.2021 5 5
7 16.02.2021 5 5
8 01.03.2021 5 5

INFORMATION AS PER SECTION 134(3) (M) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHECOMPANIES (ACCOUNTS) RULES 2014 - CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND 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 (PreviousYear Rs. Nil/-)

Year ended 31.03.2021 Year ended 31.03.2020
Particulars INR In foreign Currency INR In foreign Currency
Foreign Exchange out go
Imports NIL- -NIL- -NIL- -NIL-
Foreign Travel -NIL- -NIL- -NIL- -NIL-

INTERNAL AUDITOR

The provisions of Section 138(1) of the Companies Act 2013 read with Rule 13 ofCompanies (Accounts) Rules 2014 with regard to appointment of internal auditorisapplicable to the Company.

CHANGE IN DIRECTORS AND KMP

Re-appoi ntments

Mrs. R. Usha (DIN 00060348) is retiring by rotation at the ensuing AGM and beingeligible offers herself for re-appointment.

Based on the recommendations of the NRC and pursuant to the performance evaluation ofMr. Ravi Shankar Sambasivan Pulya (DIN 07612778) as a Member of the Board the Boardproposed to re-appoint Mr. Ravi shankar Sambasivan Pulya as an Independent Director of theCompany not liable to retire by rotation to hold office for a second term effectiveSeptember 20 2021 through September 19 2026.

Ms. GUDDY MISHRA Company Secretary has resigned on 16.02.2021 owing to personalreason. The Board at its Meeting dated 16.02.2021 accepted her resignation. The boardplace on records their appreciation for services rendered during his tenure.

Mr.S.Vallirajan qualified company secretary holding a membership A24535 has beenappointed as Company Secretary of the Company with effect from 01.03.2021.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(4) of the Act and Regulation 19(4) of ListingRegulations the policy on the appointment of Directors including Independent DirectorsKey Managerial Personnel (KMP) and Senior Management and the policy on remuneration of theDirectors KMP and other employees provides a referendum based on which the Human ResourceManagement Team plans and strategizes their recruitment plans for the strategic growth ofthe Company. The Nomination & Remuneration Policy has been uploaded on the website ofthe Company at www.rflindia.org.

VIGILMECHANISM

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.rflindia.org.

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 a narm'slength basis and were in the ordinary course of business.There were nomateriallysignificant 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 approval and theparticulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure-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 ListingAgreement. This Policy was considered and approved by the Boardhas been uploaded on the website of the Company at www.rflindia.org.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

Corporate social responsibility provisions are not applicable to your company as yourcompany did not qualify the rules provided in Sectionl35 of the Companies Act 2013.

CORPORATE GOVERNANCE

As per Regulationl5 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 OF THE BOARD

Currently the Board has three committees. They are:

(i) Audit committee

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

1. Mr. MeenakshiSundaramElangovan - Chairperson;

2. Ms. Usha - Member;

3. Mr. Ravi Shankar SambasivanPulya - Member.

(ii) Nomination & remuneration committee

The Nomination & remuneration committee consistsofIndependent directors. Thefollowing is its composition:

1 .Mr. Vijaya Raghavan - Chairperson

2. Mr. Ravi Shankar Sambasivan Pulya - Member;

3. Mr. Meenakshi Sundaram Elangovan - Member.

(iii) Stakeholders' relationshipcommittee

The Stakeholders' relationship committee consists of Independent directors. Thefollowing is its composition:

1. Mr. Meenakshi Sundaram Elangovan - Chairperson;

2. Ms. Usha - Member;

3. Mr. Ravi Shankar Sambasivan Pulya - Member.

COMMITTEE MEETING ATTENDANCE

Audit Committee

S.NO Date of Meeting Board Strength No. of directors Present
1 15.06.2020 3 3
2 22.06.2020 3 3
3 11.08.2020 3 3
4 12.11.2020 3 3
5 05.02.2021 3 3

Nomination & Remuneration Committee

S.NO Date of Meeting Board Strength No. of directors Present
1. 01.03.2021 3 3

Stakeholders' relationship committee

S.No Date of Meeting Board Strength No. of directors Present
1 16.11.2020 3 3
2 26.02.2021 3 3

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 2020-21 lakhs Remuneration paid FY 2019-20 lakhs Increase in remuneration from previous year lakhs Ratio/Times Median of employee remuneration
1 G Ramamurthy Managing Director 4.50 3.60 0.45 1.80 Times
2. R Usha WholeTime Director 5.40 4.50 0.90 1.35 Times

Number of Permanent employees on the rolls of the Company: As on 31 March 2021 theCompany had 8 permanent employees on the rolls of the Company.

Average percentile increases in the remuneration for all employees other thanmanagerial personnel was Nil while the average increase in the managerial remunerationwas 33%.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 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 and Analysis.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment ofWomen atWorkplace (PreventionProhibition and Redressal) Act 2013 ("Prevention of Sexual Harassment of Women atWorkplace Act") and Rules framed thereunder and an Internal Complaints Committee hasalso been set up to redress complaints received regarding sexual harassment.The companydid not receive any complaint during the year.

The Company is committed to providing safe and conducive work environment to all of itsemployees and associates

ACKNOWLEDGEMENTS

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

The Board also places on record its gratitude to the employees a tall levels for theircommitment and dedicated efforts.The Directors are also thankful to the shareholder fortheir continued support to the Company.

Place: Chennai By order of the Board
Dated: 01/09/2021 G. Ramamurthy
Chairman & Managing Director
(DIN: 00060323)

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