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Rajputana Investment & Finance Ltd.

BSE: 539090 Sector: Others
NSE: N.A. ISIN Code: INE751R01014
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NSE 05:30 | 01 Jan Rajputana Investment & Finance Ltd
OPEN 16.25
PREVIOUS CLOSE 16.25
VOLUME 500
52-Week high 21.85
52-Week low 12.30
P/E 325.00
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.25
CLOSE 16.25
VOLUME 500
52-Week high 21.85
52-Week low 12.30
P/E 325.00
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rajputana Investment & Finance Ltd. (RAJPUTANAINVEST) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their Seventy-Nine Annual Report togetherwith the Audited Financial Statements of the Company for the Year ended March 31 2021.

Financial Highlights

During the year under review performance of your Company as under:

(Amount in Rupees)

Particulars Year Ended 31st March 2021 Year Ended 31st March 2020
Total Revenue 2405858 1867993
Profit/(Loss) before taxation 170727 235103
Less: Tax Expense 44102 60791
Profit/(Loss) after tax 126625 174311
Add: Balance B/F from the previous year (363718) (538029)
Balance Profit / (Loss) C/F to the next year (237093) (363718)

Review of Operations

During the year under review the Company has recorded a total revenue of Rs.2405858/- as compared to Rs. 1867993/- in the previous year. The Company has recordeda net profit of Rs. 126625/- as compared to previous year net profit of Rs. 174311/-.

Share Capital

The Company has 30800000/- Equity Share Capital for the Financial Year ended March31 2021.

Change in Management

There was a change in the management of the Company during the financial year endedMarch 31 2021. Details of which is attached in Annexure "A".

Change in the Nature of Business

The Company is engaged in the business of Investment and Financial Activity. There wasno change in the nature of business of the Company.

Dividends

The Board does not recommend any dividend for the financial year 2020-21.

General Reserve

The Company has not transferred any fund to General Reserve during the financial year2020-21.

Number of meeting of Board of Directors

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. During the year Five Board meetingswere held. Pursuant to SEBI vide circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March19 2020 and Vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated June 26 2020 hadrelaxed the requirement of the maximum stipulated time gap of 120 days between twomeetings of the board however the gap between two meetings shall not be more than 180days and Audit Committees of listed entities as is required under Regulation 17(2) and18(2)(a) of SEBI LODR Regulations 2015. The date on which the Board Meetings were heldare July 22 2020 September 15 2020 November 11 2020 December 3 2020 and February11 2021.

Declaration of Independent Directors

Pursuant to section 149(7) of the Companies Act 2013 the Company has receivednecessary declaration from each Independent Director confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Companies Act2013("The Act") and Regulation 16 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 ("Listing Regulations").

Committees of the Board:

The Company has constituted / re-constituted various Board level committees inaccordance with the requirements of the Companies Act 2013 and SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015. Details of all the Committees along withtheir composition and meetings held during the year under review are provided in theReport on Corporate Governance forming part of this Annual Report.

Corporate Governance:

As provided under Regulation 15(2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the compliance with Corporate Governance as specified inRegulation 17 to 27 46(2)(b) to (i) & Para c d & e of Schedule V are notapplicable to the company as paid up share capital doesn't exceed Rs. 10 Crore.

Formal Annual Evaluation:

The Board of Directors has carried out in annual evaluation of its own performance itscommittee and Individual Directors pursuant to the requirements of the Act and theListing Regulation.

Further the Independent Directors at their exclusive meeting held on November 112020 during the year reviewed the performance of the Board the Chairman and the Non-Executive Directors and other items as stipulated under the Listing Regulation.

Material Changes and Commitments if any affecting financial position:

There is no such material change and commitment affecting the financial position ofyour Company which have occurred between the end of the financial year of your company towhich the financial statements relate and the date of the report.

Details of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the notes to the financial statements.

Extract of Annual Return:

The extract of Annual Return in Form No. MGT-9 pursuant to Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management & Administration) Rules2014 is annexed hereto as Annexure II.

Particulars of Contracts or Arrangements with Related Parties:

A Related Party Transaction Policy has been formulated by the Board of Directors fordetermining the materiality of transactions with related parties and dealing with them.The said policy may be referred to at the Company's website atwww.rajputanainvestment.com.

The Audit Committee reviews all related party transactions. All contracts orarrangements with related parties entered into or modified during the financial yearwithin the meaning of Section 188 (1) of Companies Act 2013 were in ordinary course ofbusiness and on arm's length basis and in compliance with the applicable provisions of theCompanies Act 2013 and the Listing Regulations.

There are no material contracts or arrangements entered into by the Company during theyear with Related Parties. There are no materially significant related party transactionsentered into by the Company with promoters directors key managerial personnel or otherdesignated persons or related party as per definition contained u/s 2(76) of the Actwhich may have a potential conflict with the interest of the Company at large.Accordingly the disclosure of Related Party Transactions as required under Rule 8(2) ofthe Companies (Accounts) Rules 2014 in Form AOC-2 has been enclosed as Annexure IIIis attached herewith and forms part of this Director's Report.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings andOutgo:

Particulars of Conservation of energy technology absorption and foreign exchange andoutgo as required under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 are not applicable to the Company. The disclosuresare annexed as Annexure-IV and forms part of this Annual Report.

Details of Directors and Key Managerial Personnel:

During the period under review No Change in the Board of Directors of the Company

a) Statement on declaration given by Independent Directors under Section 149(6)

Your Company has received declarations from all the Independent pursuant to Section 149(7) of the Companies Act 2013 of the Company confirming that they meet the criteria ofinterdependence as prescribed both under Section 149 (6) of the Companies Act 2013 readwith rules made there under and Regulation 16 (1) (b) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.

b) Change in Key Managerial Personnel:

The Board of Directors of the Company has appointed Mr. Surya Prakash Pandey as CompanySecretary & Compliance Officer of the Company with effect from February 19 2021 inplace of Ms. Annu Jain she was appointed on December 21 2019 and has resigned from thepost of Company Secretary & Compliance Officer on February 19 2021.

Mr. Kochumathew Chowailoor Joseph Managing Director cum Chief Financial Officer &Mr. Surya Prakash Pandey Company Secretary & Compliance Officer of the Company arethe Whole-time Key Managerial Personnel of the Company as per Section 203 of the CompaniesAct 2013.

c) Familiarization Programme undertaken for Independent Directors

The Independent Directors are familiarized with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. pursuant to Regulation 25 (7) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 on appointment theIndependent Director is issued a letter of appointment setting out in detail the terms ofappointment duties responsibilities and expected time commitments. The Company Secretarybriefs the Director about their legal and regulatory responsibilities as a Director. TheDirectors also explained in detail the various compliances required from him to act as aDirector under the various provisions of the Companies Act 2013 SEBI (LODR) Regulation2015 SEBI (Prohibition of Insider Trading) Regulation 2011 the Code of Conduct of theCompany and other relevant regulations. The details of familiarization is available onCompany's website www.rajputanainvestment.com.

Board Evaluation:

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to sub-section 3(p) of Section 134 ofthe Companies Act 2013 and the corporate governance requirements as prescribed bySecurities and Exchange Board of India ("SEBI") under Regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The criteria for evaluation of Directors inter alia includesfactors such as engagement strategic planning and vision team spirit and consensusbuilding effective leadership domain knowledge management qualities teamworkabilities achievements understanding and awareness integrity ethics value andopenness.

The Directors express their satisfaction over the evaluation process and resultsthereof.

Management Discussion and Analysis Report:

A separate report on Management Discussion and Analysis is annexed as part of AnnualReport along with the Auditors Certificate in compliance with SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.

Subsidiaries JVs or Associate Companies:

The Company does not have any Joint Ventures Associate or Subsidiary Companies as onMarch 31 2021.

Change of Registered Office:

There was no change in the registered office of the Company during the financial yearended March 31 2021.

Particulars of Employees and Related Disclosures:

Disclosures pertaining to remuneration and other details under Section 197(12) of theact read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended are annexed as Annexure-V. However as perthe provisions of Section 136 of the Companies Act 2013 the reports and accounts arebeing sent to the Members and others entitled thereto excluding the disclosure onparticulars of employees which is available for inspection by the Members at theRegistered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting.

Directors Responsibility Statement:

Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of theCompanies Act 2013 the Board of Directors of the Company hereby state and confirm that:

a) Accounting Standard: In the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures.

b) Accounting Policies: The Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit and loss of the Company for that period.

c) Proper Efficient and Care: The Directors had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) Going Concern Basis: The Directors had prepared the annual accounts on agoing concern basis.

e) Compliance with all laws: The Directors had devised proper system to ensurecompliance with the provision of all applicable laws and that such systems were adequateand operating effectively.

f) Internal Financial Controls: The Directors had laid down internal financialcontrol to be followed by the Company and that such internal financial control is adequateand operating effectively.

Board's Comment on the Auditor's Report:

The observations of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self-explanatory.

Risk Management Policy:

The Board of Directors of the Company has formulated a Risk Management policy whichaims at enhancing shareholders value and providing an optimum risk reward tradeoff. Therisk management approach is based on a clear understanding of the variety of risks thatthe organization faces disciplined risk monitoring and measurement and continuous riskassessment and mitigation measures. In the opinion of the Board none of the risks facedby the Company threaten the existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. Therisk management procedure is reviewed by the Audit Committee and Board of Directors on aquarterly basis at the time of review of quarterly financial results of the Company.

This policy is also available on the Company's website www.rajputanainvestment.com.

Internal Financial Control Systems:

1. The Company has appointed Internal Auditor to observe the Internal Controls whoregularly monitors if the workflow of the organization is being done through the approvedpolicies of the Company. In every half year ended during the approval of Un-auditedFinancial Results along with Statement of Assets & Liabilities Internal Auditorsubmit the Internal Audit Report to the Board.

2. The Board of Directors of the Company has adopted various policies like RelatedParty Whistle Blower Policy and other procedures for ensuring the orderly and efficientconduct of its business. The Company system of internal control has been designed toprovide a reasonable assurance with regard to maintaining of proper accounting controlsmonitoring of operations safeguarding of its asset prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and timelypreparation of financial information.

Vigil Mechanism/ Whistle Blower Policy:

The Company has established an effective Whistle Blower Policy person to the CompaniesAct 2013 and SEBI listing Regulation 2015. The said policy may be referred to at thecompany's website at the following web link www.rajputanainvestment.com. It aims atconducting the affairs of the Company in a fare and transparent manner by adopting thehighest standard of professionalism honesty integrity and ethical behavior. Allpermanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concern about un-ethicalbehavior actual or suspected fraud or violation of code of conduct an ethics. It alsoprovides for educate safeguards against the victimization of employees who able themechanism to allow direct access to the Chairman of the Audit Committee in exceptionalcases.

Transfer of Amounts to Investor Education and Protection Fund:

Pursuant to applicable provisions of the Companies Act 2013 ("the Act) read withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 the Company did not have any funds lying unpaid or unclaimed.Therefore there was no funds which were required to be transferred to Investor Educationand Provident fund (IEPF).

Auditors:

a) Statutory Auditors:

M/s. Gupta Agarwal & Associates Chartered Accountants. (Firm Registration No.329001E) Kolkata had been appointed as the Statutory Auditor of the Company by theMembers in their Annual General Meeting held on 21st July 2017 till the conclusion offifth consecutive AGM of the Company to be held in the year 2022. Accordingly M/s. GuptaAgarwal & Associates Chartered Accountants shall continue to be the StatutoryAuditors of the Company till the conclusion of AGM to be held in the year 2022 and theirappointment shall not be subject to ratification by the members on an annual basis.

b) Internal Auditors:

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of Companies(Account) Rule 2014 Company is required to appoint Internal Auditors. The Company hasintroduced Internal Financial control System which ensures proper Internal Audit ofFinancial Transaction.

c) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board had appointedM/s. Vishnu Agarwal & Associates Practising Company Secretary (CP No. 21322) toconduct Secretarial Audit for the financial year ended on March 31 2021. The SecretarialAudit Report for the financial year ended on March 31 2021 is annexed herewith and markedas Annexure I to this Report. The Secretarial Audit Report does not containany qualification / adverse remark / observation.

Deposits:

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act2013 during the financial year and as such no amount on account of Principal or Intereston Deposits from Public was outstanding as on March 31 2021.

Corporate Social Responsibility:

In pursuance of the provisions of Section 135 of the companies Act 2013 the CSRprovisions were not applicable to the Company.

Code of Conduct:

The Board of Directors has approved a code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day operations of theCompany in accordance with the applicable Accounting Standards. The code laid down by theBoard is known as "Code of Conduct". The code has been posted on the Company'swebsite www.rajputanainvestment.com.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for prevention of Insider Trading with a viewto regulate trading in Securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading window is closed. The Board is responsible forimplementation of the code.

All Board Directors and the designated employees have confirmed compliance with thecode.

Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013:

The Company has formulated a policy for the prevention of sexual harassment within theCompany. It ensures prevention and deterrence of acts of sexual harassment andcommunicates procedures for their resolution and settlement. Internal Complaint Committeehave been constituted which is chaired by a female employee of the Company in accordancewith the requirements under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 which ensures implementation and compliance with theLaw as well as the policy at every unit. There were no cases/ complaints reported in thisregard during the year 2020-21. A copy of the Policy against sexual harassment is postedon the Company's Website www.rajputanainvestment.com.

Acknowledgement:

Your Board sincerely places on record the support extended by the TradersShareholders Company's Bankers Central and State Government Authorities StockExchanges CDSL NSDL and all other Business Associates for the growth of theorganization. The Board further expresses its appreciation for the services rendered bythe Executives officers and staffs of the Company at all levels.

We look forward to receiving the continued patronage from all quarters to become abetter and stronger Company.

For Rajputana Investment & Finance Limited

Sd/- Sd/-
Kochumathew Chowailoor Joseph Bahuleyan Raman Nalupurakkal
Place: Kolkata

Managing Director & CFO

Director

Date: June 30 2021 Din: 02685057 Din: 00297057

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