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RSD Finance Ltd.

BSE: 539875 Sector: Financials
NSE: N.A. ISIN Code: INE616F01022
BSE 00:00 | 30 Nov 97.85 -0.15
(-0.15%)
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107.70

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107.70

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NSE 05:30 | 01 Jan RSD Finance Ltd
OPEN 107.70
PREVIOUS CLOSE 98.00
VOLUME 306
52-Week high 160.20
52-Week low 70.65
P/E 39.62
Mkt Cap.(Rs cr) 127
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 107.70
CLOSE 98.00
VOLUME 306
52-Week high 160.20
52-Week low 70.65
P/E 39.62
Mkt Cap.(Rs cr) 127
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

RSD Finance Ltd. (RSDFINANCE) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their Fifty-Ninth AnnualReport on the business and operations of the Company together with the Audited FinancialStatements (Standalone as well as Consolidated) for the year ended March 31 2022.

1. KEY FINANCIAL HIGHLIGHTS

The Company has prepared the Financial Statements for the financialyear ended March 31 2022 in conformity with Indian Accounting Standards (Ind AS) notifiedunder section 133 of the Companies Act 2013 (the "Act"):

(Rs. in Hundred)

Standalone

Consolidated

Particulars FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Revenue from Operations 456300 392189 9316158 5060323
Other Income 315653 224960 499371 467805
Total Income 771953 617149 9815529 5528128
Less :Total Expenses 265111 222118 7416479 4575420
Profit before tax & Extraordinary items 506842 395031 2399050 952708
Add : Extraordinary Items - - - -
Less : Tax Expenses 86385 70153 595983 160498
Profit after tax 420457 324878 1803067 792210
Add: Other Comprehensive
107304 236540 350634 404929
Income/(loss)
Total Comprehensive Income 527761 561418 2153701 1197139
Profit available for appropriation
Balance of profit for earlier years 3888063 3419499 7311822 6327644
Add: Total Comprehensive Income 527761 561418 1917806 1073182
Add: Profit available for appropriation - (19430) (723) 23280
Less :Transfer to Statutory Reserve 1056 112284 113052 112284
Balance C/f to Balance Sheet 4414768 3888063 9115853 7311822

2. COMPANY OVERVIEW

RSD Finance Limited is a Company registered under the Companies Act1956. It is registered with the Reserve Bank of India (RBI) in the category of"Non-Banking Financial Institution

Non Systemically Important Non Deposit taking Company (NBFC-ND-NSI)under the RBI Regulations and has a certificate under section 45 IA of the RBI Act 1934.

As part of our business activities we are predominantly focused in thebusiness of loans and advances acquisition of shares/ stocks/ bonds/ debentures/securities issued by Government or local authority or other marketable securities of alike nature. We also provide Job Work services.

3. Statutory Disclaimer

The Company is having a valid Certificate of Registration dated May 21998 issued by the RBI under Section 45-IA of the Reserve Bank of India Act 1934.However RBI does not accept any responsibility or guarantee about the present position asto the financial soundness of the Company or for the correctness of any of the statementsor representations made or opinions expressed by the Company and for discharge of anyliability by the Company.

Neither there is any provision in law to keep nor does the Companykeep any part of the deposits with RBI and by issuing a Certificate of Registration to theCompany RBI neither accepts any responsibility nor guarantees the payment of deposits toany depositor or any person who has lent any sum to the Company.

4. BUSINESS PERFORMANCE REVIEW

On a standalone basis the Company achieved a turnover of Rs. 771.95lakhs as compared to the turnover of Rs. 617.15 lakhs recorded during the previousfinancial year ended March 31 2021. The Net Profit before tax and exceptional items ofyour Company for the financial year ended March 31 2022 stood at Rs. 506.84 Lakhs asagainst the Net Profit of Rs. 395.03 Lakhs for the financial year ended March 31 2021.Basic earnings per share work out to Rs. 4.08 compared to Rs. 4.34 in the previous year.

On a consolidated basis your Company recorded a total income of Rs.9815.53 Lakhs during the financial year ended March 31 2022 as compared to the turnoverof Rs. 5528.13 lakhs recorded during the previous financial year ended March 31 2021 andachieved a consolidated Net Profit before tax of Rs. 2399.05 Lakhs for the financial yearended March 31 2022 as against the Net Profit of Rs. 952.71 Lakhs for the financial yearended March 31 2021.

In accordance with the provisions of Section 136 of the Companies Act2013 the Annual Report of the Company containing therein its Consolidated and StandaloneFinancial Statements are available on the website of the Company at web linkwww.rsdfinancelimited.com.

Any member who is interested in obtaining a copy of the Annual Reportmay write to the Company at the Registered Office of the Company. Further a detailedanalysis of

Company's performance is included in the

Management Discussion and Analysis which forms part of this Annualreport.

5. CHANGES IN THE NATURE OF THE BUSINESS

There have been no changes in the nature of the business of the Companyor the subsidiaries during the year under review.

6. FUTURE PROSPECTS

The state of Company's affair and future outlook is discussed inthe Management Discussion & Analysis section of this Annual Report.

7. DIVIDEND

Your Director's regret for not recommending any Dividend on EquityShares of the Company for the financial year ended 31 March 2022.

8. UNCLAIMED/UNPAID DIVIDEND

In terms of the provisions of Section 124(5) of the Companies Act2013 the Company did not have any unclaimed/unpaid dividend which was/is required to betransferred to the Investors Education and Protection Fund.

9. RESERVES

The Company proposes to transfer Rs. 1.06 lakhs to the statutoryreserves and an amount of Rs. 4414.77 lakhs is proposed to be retained in the P/L accountduring the Financial Year 2021-22.

10.SHARE CAPITAL

The Equity shares of the Company are listed on the Bombay StockExchange (BSE) and the Calcutta Stock Exchange (CSE). The paid-up Equity Share Capital ason March 31 2022 was Rs. 6.47 crores.

During the year under review the Company has not issued any shareswith differential voting rights nor has granted any stock options or sweat equity.

As on March 31 2022 none of the Directors of the Company holdinstruments convertible into equity shares of the Company.

11.MATERIAL CHANGES AND

COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments between the end ofFY 2021-22 and the date of this report affecting the financial position of the Company.

12.PUBLIC DEPOSIT

Being a Non Deposit taking Non-Banking Financial Company your Companyhas not accepted any deposits from the public under section 73 of the Companies Act 2013and the Companies (Acceptance of Deposits) Rules 2014 during the year under review and noamount on account of principal or interest on deposits from public was outstanding as ondate of the Balance Sheet.

13.FINANCIAL LIQUIDITY

The Company's cash and cash equivalents as on March 31 2022 isRs. 71.89 lakhs as compared to Rs. 125.04 lakhs as on March 31 2021. The Companycontinues to focus on judicious management of its working capital. Receivables and otherworking capital parameters were kept under strict check through continuous monitoring.

14.SUBSIDIARY COMPANIES JOINT

VENTURE AND ASSOCIATES

The Company has two material subsidiaries Precision Automotive PrivateLimited and SRP Oil Private Limited and one step down subsidiary Sigma HTS LLP. There areno Associate or Joint venture Companies within the meaning of section 2(6) of theCompanies act 2013. There has been no material change in the nature of business of thesubsidiaries.

No entity became or ceased to be the subsidiary joint venture orassociate of RSD Finance Limited during Financial Year 2021-22.

The Annual Reports of these Subsidiaries will be made available forinspection by any Member of the Company at the Registered Office of your Company atHolding No. 4 The Alcor Hotel Ramdas Bhatta Bistupur Jamshedpur - 831001 duringbusiness hours on all days except Saturdays Sundays and Public Holidays between 12.30 pmand 03.00 pm up to the date of ensuing AGM. The Annual Reports of the aforesaidSubsidiaries for the financial year ended March 31 2022 shall be provided to any Memberof the Company upon receipt of written request. In view of the continuing statutoryrestrictions on the movement of persons at several places in the Country Members may alsosend an advance request at the e-mail id rsdfinance.ltd@gmail.com for an electronicinspection of the aforesaid documents.

The Annual Reports along with the Audited Financial Statements of eachof the Subsidiaries of your Company are also available on the website of the Company atwww.rsdfinancelimited.com

As required under Regulations 16(1) (c) & 46 of Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements)

Regulations 2015 "SEBI Listing Regulations" the Board ofDirectors had approved the Policy for determining Material Subsidiaries("Policy").

The details of the Policy are available on the website of the Companywww.rsdfinancelimited.com/InvestorRelations/ Codes/Polices

15.PERFORMANCE OF SUBSIDIARIES

i) S R P OIL PRIVATE LIMITED

The Company continues to holds 52.55% shares in SRP Oil PrivateLimited. SRP is a material unlisted subsidiary Company of RSD Finance Limited as per SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015. It is engaged in thebusiness of the hospitality industry. It is carrying business in the brand name of"The Alcor Hotel" in

Jamshedpur Jharkhand.

Net revenue of SRP Oil increased to Rs. 1392.19 lakhs in the FinancialYear 2021-2022 compared to Rs. 835.59 lakhs in the previous year. The net profit beforetax increased to Rs. 199.64 lakhs during the FY 2021-2022 compared to Rs. 0.66 lakhsearned in the previous year.

ii) PRECISION AUTOMOTIVE PRIVATE LIMITED (PAPL)

Precision Automotive Private Limited continues to be a wholly ownedmaterial subsidiary Company of RSD Finance Limited. During the financial year 2021-22 theCompany earned income from investment activities and generation and transmission of solarenergy.

The revenue from operations of PAPL was Rs. 1262.66 lakhs in theFinancial Year 2021-22 compared to Rs. 455.96 lakhs earned in the previous year. The netprofit before tax during the period was Rs. 1109.10 lakhs as compared to a profit of Rs.321.50 lakhs earned in the previous year.

iii) SIGMA HTS LLP

SIGMA HTS is a Limited Liability Partnership whose majority stake isheld by Precision Automotive Private Limited the wholly owned subsidiary of your Company.Sigma HTS LLP deals in providing heat treatment solutions.

During the financial year the LLP earned total revenue of Rs. 6423.21lakhs as compared to Rs. 3637.70 lakhs earned in the previous year. Further it has earneda profit of Rs. 583.47 lakhs as compared to Rs. 289.92 lakhs earned in the previous year.

The Company does not have any associate or a joint venture.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containing thesalient features of the financial Statements of the aforesaid subsidiaries has beenprovided in Form AOC-1 attached as "Annexure A" and forms a part of thisReport.

16.CONSOLIDATED FINANCIAL

STATEMENTS

In accordance with the requirements in terms of Section 129 of theCompanies Act 2013 read with relevant Accounting Standards issued by the Institute ofChartered Accountants of India and Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as

‘Listing Regulations') the Company has prepared ConsolidatedFinancial Statements in accordance with Ind AS 110 - "Consolidated FinancialStatements" and Ind AS 27 - "Separate Financial Statements." The

Consolidated Financial Statements forms part of this Report.

17.LISTING

The Equity Shares of the Company continue to be listed on the BombayStock Exchange (BSE) and the Calcutta Stock Exchange Limited (CSE). The scrip code numberof the Equity Shares of the Company on BSE is 539875 and on CSE is 28123 respectively.

The Annual Listing Fee for the Financial Year 2020-21 and 2021-22 hasbeen duly paid to both the Stock Exchanges.

18.DIRECTORS

As on March 31 2022 the Board of Directors of your company consistsof 6 Directors. Their details are as follows:

Name of the Director Category
Mr. Rajeev Singh Dugal Managing Director
Ms. Upneet Dugal Executive Director Non- Executive
Mrs. Kawaljeet Kaur Dugal Non Independent Director
Mr. Sushil Kumar Khowala Independent Director
Mr. Harsh Kumar Pandey Independent Director
Mr. Sukant Bari Independent Director

The profile of all the Directors can be accessed on the Company'swebsite at www.rsdfinancelimited.com/companyprofile.

None of the Directors of the Company have incurred any disqualificationunder Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014. All the Directors have confirmed that they arenot debarred from accessing the capital market as well as from holding the office ofDirector pursuant to any order of Securities and Exchange Board of India or Ministry ofCorporate Affairs or any other such authority. The Board was duly constituted incompliance with the requirements of the Companies Act 2013 the Listing Regulations andprovisions of the Articles of Association of the Company. In the view of the Board allthe directors possess the requisite skills expertise integrity competence as well asexperience considered to be vital for business growth. The detailed analysis of variousskills qualifications and attributes as required and available with the

Board has been presented in the Corporate Governance Report.

There were no changes in the Board of Directors of the Company duringthe year.

Retirement by rotation

Ms. Upneet Dugal

In accordance with the provisions of Section 152 of the Companies Act2013 Regulation 36 of the Listing Regulations and the Company's Articles ofAssociation Ms. Upneet Dugal (Din 07680726) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for reappointment.

The brief resume/details relating to Director who is to be reappointedis furnished in the Notice of the ensuing AGM.

The Board of Directors on the recommendation of the Nomination andRemuneration Committee and based on report of performance evaluation recommends herreappointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting.

Code of Conduct for Directors and Employees

The Company has adopted a Code of Conduct for its Directors andemployees including a code of conduct for Independent Directors which suitablyincorporates the duties of Independent Directors as laid down in the Companies Act 2013.The said Codes can be accessed on the Company's website at www.rsdfinancelimited.com.

In terms of the Listing Regulations all Directors and SeniorManagement Personnel have affirmed compliance with their respective codes. The ManagingDirector has also confirmed and certified the same which is provided at the end of theReport on Corporate Governance.

19.MEETINGS OF THE BOARD

During the year five meetings of the Board were held during the yearunder review. For details of meetings of the Board please refer to the CorporateGovernance Report which is a part of this report. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013.

20.KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act 2013 the following arethe Key Managerial Personnel (KMP) of the Company as on 31 March 2022:

1. Mr. Rajeev Singh Dugal - Managing Director

2. Mr. Ravi Joshi Chief Financial Officer

3. Ms. Puja Choudhary - Company Secretary and Compliance Officer

Mr. Rechan Chabbra Chief Financial Officer of the Company resignedw.e.f September 30 2021. Mr. Ravi Joshi has been appointed as the Chief Financial Officerand the KMP of the Company w.e.f March 26 2022.

21. INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors pursuant to the provisions of sub-section (7) of Section 149 of the CompaniesAct 2013 confirming that they fulfill the criteria of Independence as specified inSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) and 25(8) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

None of the independent directors are aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence. In terms of Section 150 read with Rule 6 of the Companies (Appointmentand Qualification of Directors) Rules 2014 Independent Directors of the Company haveundertaken requisite steps towards the inclusion of their names in the data bank ofIndependent Directors maintained with the Indian Institute of Corporate Affairs.

The board of directors have taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking due assessment ofthe same and in their opinion the Independent Directors fulfill the conditions specifiedin the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act along with the Code of Conduct forDirectors and Senior Management Personnel formulated by the Company as per ListingRegulations.

The Board confirms that the said Independent Directors meet thecriteria as laid down under the Companies Act 2013 as well as the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and have the requisiteintegrity experience and relevant experience in their respective fields including theproficiency required to effectively discharge their roles and responsibilities indirecting and guiding the affairs of the Company.

22.FAMILARISATION PROGRAMME

In order to encourage active participation from the IndependentDirectors and also to enable them to understand the business environment of the Company indepth and to assist them in performing their role as Independent Directors of the CompanyFamiliarization Programmes for the Independent Directors have been adopted.

Once appointed the Independent Directors undergo the FamiliarizationProgramme of the Company wherein the necessary information and relevant documents inrespect to the industry the regulatory environment in which the Company operates and theAnnual Reports of past financial years are provided to them. The Managing Director of theCompany also has a one to one discussion with the newly appointed Director to familiarizehim with the Company's culture.

Pursuant to Regulation 46 of the Listing Regulations the details ofthe Familiarization program of the Independent Directors are available on the website ofthe Company at www.rsdfinancelimited.com/investorrelations/c odes&policies (Path)

23.SEPARATE MEETING OF

INDEPENDENT DIRECTORS

Separate meeting of Independent Directors of the Company without thepresence of the Executive Directors and the Management representatives was held on March26 2022 as required under Schedule IV to the Act (Code for Independent Directors) andRegulation 25 (3) of the SEBI LODR. At the said meeting the Independent Directors interalia reviewed and discussed:

- performance of Non-Independent Directors and the Board of Directorsas a whole. - performance of the Chairman of the Company. - assessed 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.

All the Independent Directors of the Company attended the Meetings ofIndependent Directors. The Independent Directors expressed their satisfaction to thedesired level on the governance of the Board.

24.BOARD AND ITS COMMITTEES

The Board met five times during the financial year. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andthe SEBI Regulation 2015. The details of the meetings of the Board attendance ofDirectors etc. is given separately in the Report of Corporate Governance which forms partof the report.

Board Committees

The following are the Board Committees during the Financial Year2021-22:

1. Audit Committee;

2. Nominations & Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee and

All recommendations made by the committees were approved by the Board.The composition of each of the above Committees their respective roles attendance andresponsibilities are provided in detail in the Corporate Governance Report

25.DIRECTORS RESPONSIBILITY

STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the Company for the year ended March 31 2022 theBoard of Directors hereby confirms that:

(a) in the preparation of Annual Accounts for the financial year endedMarch 31 2022 the applicable Ind AS have been followed and there are no materialdepartures from the same;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at 31st March 2022and of the profit and loss of the Company for the year ended on that day;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

(d) the Annual Accounts for the year ended 31st March 2022 have beenprepared on a "going concern" basis;

(e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Further there are no qualifications reservations or adverse remarksmade by the Statutory Auditors/ Secretarial Auditors in their respective reports.

26.BOARD EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act 2013and Regulation

17(10) read with Part D of Schedule II of the SEBI (Listing Obligationsand Disclosures Requirement) Regulations 2015 the Nomination and Remuneration Committeeand the Board of Directors have formulated a policy for performance evaluation of its ownperformance of various mandatory Committees of the Board and of the individual Directors.

In terms of the provisions of Regulation 19(4) read with Part D ofSchedule II of the SEBI Listing Regulations 2015 and Section 178 of the Companies Act2013 the performance evaluation process of all the Independent and Non-IndependentDirectors of the Company was carried out by the Nomination and Remuneration Committee.

Further in terms of Regulations 17(10) of the SEBI ListingRegulations 2015 and Schedule IV of the Companies Act 2013 the Board of Directorscarried out the performance evaluation of the Independent Directors (excluding theDirector being evaluated) its own performance and that of its Committees.

The Board evaluated the effectiveness of its functioning and that ofthe Committees and of individual directors by seeking their inputs on various aspects ofBoard/Committee Governance through structured questionnaire. The entire performanceevaluation process was completed to the satisfaction of Board.

Further SEBI vide its circular (Ref. no.SEBI/HO/CFD/CMD/CIR/P/2017/004) dated January 5 2017 issued a guidance note on BoardEvaluation for listed companies. In view of the same the Independent Directors in theirseparate meeting held on March 26 2022 under Regulation 25(4) of the SEBI ListingRegulations 2015 and Schedule IV of the Companies Act 2013 had:

(i) reviewed the performance of Non-Independent Directors and the Boardas a whole;

(ii) reviewed the performance of the Chairperson of the Company takinginto account the views of executive and non-executive Directors; and

(iii) assessed the quality quantity and timelines of flow ofinformation between the Company management and the Board that was necessary for the Boardto effectively and reasonably perform their duties.

The Board of Directors has expressed its satisfaction on thefunctioning and performance of Board and Committees and the performance of individualdirectors. It emerged that the Board had a good mix of competency experiencequalifications and diversity. Each Board member contributed to the collective wisdom ofthe Board keeping in mind his/her own background and experience. There was activeparticipation and adequate time was given for discussing strategy. Overall the Board wasfunctioning very well in a cohesive and interactive manner. The Directors even expressedtheir satisfaction with the evaluation process.

27.INTERNAL FINANCIAL

CONTROLS

The Internal Financial Controls with reference to financial statementsof the Company as designed and implemented by the Company are adequate. During the yearunder review no material or serious observation has been received from the StatutoryAuditors and the Internal Auditors of the Company on the inefficiency or inadequacy ofsuch controls.

The internal audit is entrusted to M/s. Heerwal & Associates afirm of Chartered Accountants. The Internal Auditor monitors and evaluates the efficacyand adequacy of internal control systems in the Company its compliance with the operatingsystems accounting procedures and policies of the Company and its subsidiaries. It alsoimparts guidance and constructive suggestions for improvement of the audit function in theCompany.

The Audit Committee of the Board of Directors comprising ofindependent directors regularly reviews the audit plans significant audit findingsadequacy of internal controls compliance with accounting standards as well as reasons forchanges in accounting policies and practices if any.

Necessary certification by the Statutory Auditors in relation toInternal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.

28.INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the

Company's business and size and complexity of its operations arein place and have been operating satisfactorily. Internal control systems comprising ofpolicies and procedures are designed to ensure reliability of financial reporting timelyfeedback on achievement of goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

Your Directors confirm that during the year under review there were noreportable material weaknesses in the present systems or operations of internal controls.

29.CONSERVATION OF ENERGY

TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The Company is a non-banking financial Company and is also involved injob work activities. The Company's activity involves very low energy consumption andhas no particulars to report regarding conservation of energy and technology absorption.

However efforts are made to further reduce energy consumption. TheCompany did not have any foreign exchange earnings and expenditures during the year.

30.RELATED PARTY TRANSACTION

All Related Party Transactions entered into by your Company during thefinancial year were on arm's length basis and were in the ordinary course of businessand in compliance with the provisions of the Companies Act 2013 the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 and Indian Accounting Standardson "Related Party Disclosure (Ind AS-24)."

There were no materially significant transactions made by the companywith promoters directors key managerial personnel or other designated persons which mayhave a potential conflict with the interest of the company at large. There were nocontracts or arrangements entered into with related parties during the year to bedisclosed under sections 188(1) and 134(h) of the Act in form AOC-2. All transactions withrelated parties were placed before the audit committee for prior approval at the beginningof the financial year. The transactions entered into pursuant to the approval so grantedwere placed before the audit committee for its review on a quarterly basis. None of thedirectors has any pecuniary relationship or transaction vis-?-vis the company

Form AOC-2 forms part of the report as "Annexure - B".

The details of the related party transactions as per Indian AccountingStandards (IND AS) - 24 are set out in Note 28 to the Standalone Financial Statement ofthe Company. The Company in terms of Regulation 23 of the Listing Regulations submitswithin 15 days from the date of publication of its standalone and consolidated financialresults for the half year disclosures of related party transactions on a consolidatedbasis in the specified format to the stock exchanges. The said disclosures can beaccessed on the website of the Company at https://www.rsdfinancelimited.com/investorrelations/stock-exchange-disclosures. (path)

The Board has approved and adopted the Policy on Related PartyTransactions and the same is uploaded on the Company's website -www.rsdfinancelimited.com/InvestorRelations/ Codes/Policies (path)

None of the Directors has any pecuniary relationships or transactionsvis-?-vis the Company save and except the payment of sitting fees to IndependentDirectors and the remuneration given to executive directors.

31.RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act 2013 and Regulation 17 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas adopted a risk management policy. The policy provides for identification assessmentand control of risks that in the opinion of the Board may threaten the existence of theCompany. The above policy is being reviewed/re-visited at such other intervals as deemednecessary for modifications and revisions if any.

32.DISCLOSURES OF

TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGINGTO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTEDENTITY IN THE FORMAT

PRESCRIBED IN THE RELEVANT ACCOUNTING STANDARDS FOR ANNUAL RESULTS.

Rajeev Singh Dugal and K U Benefit Trust hold 10% or more shares in theCompany. The details of transactions with promoter/ promoter group holding 10% or moreshares have been disclosed in the financial statement which is part of the Annual Report.

33.CORPORATE SOCIAL

RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act 2013 aCorporate Social Responsibility (CSR) Committee has been constituted by the Board ofDirectors.

The Corporate Social Responsibility Committee (CSR Committee) hasformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board.

The CSR Policy may be accessed on the

Company's website at the www.rsdfinance limited.com

CSR provisions were not applicable on the Company as it did not meetany of the applicability criteria mentioned in Sec 135 of the Companies Act 2013 duringthe immediately preceding Financial Year 2020-21. However the Company has spent an amountof Rs. 750000/- during the financial year which it proposes to carry forward forimmediately succeeding three (3) financial years in compliance to Rule 7(3) of theCompanies (CSR Policy) Rules 2014.

The report on the CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is attached as "Annexure -C" and forms an integral part of the report.

34.VIGIL MECHANISM/WHISTLE

BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy whichis approved and adopted by the Board of Directors of the Company.

The Policy provides a framework to promote responsible and securedreporting of unethical behavior actual or suspected fraud violation of applicable lawsand regulations financial irregularities abuse of authority etc. by Directorsemployees and the management. The Vigil Mechanism/ Whistle Blower Policy is available onthe website of the Company at www.rsdfinancelimited.com.

The Company endeavors to provide complete protection to the WhistleBlowers against any unfair practices. It is affirmed that no personnel of the Company hasbeen denied access to the Audit Committee and no case was reported under this policyduring the year.

35.COMPANY'S POLICY ON

APPOINTMENT AND

REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIORMANAGEMENT PERSONNEL

The Board has on recommendation of the Nomination and RemunerationCommittee formulated a policy for selection and appointment of Directors seniormanagement and their remuneration in accordance with the Act and the Listing Regulations.

The Nomination & Remuneration Policy of the Company aims toattract retain and motivate qualified personnel of the Company and seeks to employ peoplewho not only fulfill the eligibility criteria but also have the attributes needed to fitinto the corporate culture of the Company.

The Company pays remuneration to Independent Directors by way ofsitting fees and Executive and Non-Independent Directors of your Company do not accept anysitting fees. Remuneration to Directors is paid within the limits as approved by theMembers of the Company from time to time. There have been no changes in the said policyduring the financial year. The policy is available on the Company's website atwww.rsdfinancelimited.com/investor relations/codes/policies (path) and is also annexed andforms part of the report as

"Annexure D"

Further information about elements of remuneration package ofindividual directors is provided in the extract of Annual Return as provided under Section92(3) of the Companies Act 2013 and forms part of this Report.

36.AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditors & their Reports

The Shareholders of the Company at the 54th Annual General Meeting ofthe Company held on September 08 2017 approved the appointment of M/s. Prasad Kumar& Co. Chartered Accountants Jamshedpur bearing Registration No. 008816C as theStatutory Auditors of the Company to hold office for a period of five years commencingfrom the conclusion of the 54th AGM until the conclusion of the 59th AGM of the Company tobe held in the year 2022.

As per the provisions of the Act an audit firm acting as the statutoryauditor of a company is eligible to be appointed as statutory auditors for two terms offive years each. In view of the above the first term of M/s. Prasad Kumar & Co. asStatutory Auditors expires at the conclusion of the 59th AGM of the Company.

Considering the performance of M/s. Prasad Kumar & Co. as statutoryauditors of the Company during their present tenure the Board of Directors consideringthe recommendation of the Audit Committee proposes to re-appoint M/s. Prasad Kumar &Co. for another term of five years commencing from the conclusion of the 59th AGM till theconclusion of the 64th AGM of the Company to be held in the year 2027 at a remunerationas may be mutually decided between the Board of Directors and M/s. Prasad Kumar & Co.from time to time.

Therefore approval for re-appointment of Statutory Auditors is beingsought from the Members of the Company at the ensuing AGM.

The Company has received the written consent(s) and certificate(s) ofeligibility in accordance with Sections 139 141 and other applicable provisions of theAct and Rules issued thereunder from M/s Prasad Kumar & Co for their appointment inforthcoming AGM.

Accordingly requisite resolution forms part of the Notice convening theAGM. The report of the Statutory Auditor forms part of the Annual Report 2021-22. The saidreport does not contain any qualification reservation adverse remark or disclaimer.During the year under review the Auditors did not report any matter under Section 143(12)of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) ofthe Act.

Secretarial Auditor & their Reports

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company has appointed Mr. Sital Prasad Swain Company Secretaryin practice (Membership No. F6338 & CP No. 6814) to conduct the Secretarial Audit forthe FY 2021-22.

The Secretarial Audit Report confirms that the Company has compliedwith the provisions of the Companies Act 2013 Rules Listing Regulations and Guidelinesand that there were no deviations or non-compliances. The Secretarial Audit Reportcertified by the Secretarial Auditors in the specified form MR-3 is annexed herewith andforms part of this report.

Further in compliance of Regulation 24A of the

Listing Regulations Company's unlisted material subsidiaries alsoundergo Secretarial Audit and the Secretarial Audit Reports of the Company and itsunlisted material subsidiaries thereto in the prescribed Form No. MR-3 is attached asAnnexure E E(I) and E(II) forming part of this Report. The same are also available on thewebsite of the Company.

The Secretarial Audit Report of your Company and its unlisted materialsubsidiaries does not contain any qualification reservation adverse remark ordisclaimer.

Furthermore the Secretarial Auditor Mr. Sital Prasad SwainPracticing Company Secretaries has also certified the compliance as per Regulation 24A ofthe SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018and same has been intimated to the stock exchanges within the stipulated time and therestood no qualification reported by the Secretarial Auditor.

Mr. Sital Prasad Swain has certified that none of the directors on theBoard of the Company have been debarred or disqualified from being appointed or continuingas director of Companies by the Board/Ministry of Corporate Affairs or any such statutoryauthority. The said certificate is appended to the Board's Report and should alsoform a part of the Corporate Governance Report of the Board as required under the SEBIListing Regulations.

Further the Board of Directors of the Company has re-appointed Mr.Sital Prasad Swain to undertake the Secretarial Audit of the Company for the financialyear 2022-23. The Company has received a written consent from him that the appointment isin accordance with the applicable provisions of the Act and rules framed thereunder.

Cost Auditors

Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 are not applicable inrespect of the business activities carried out by the Company.

37.PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to this

Board's Report and are marked as ‘"Annexure F'.

In accordance with section 136 of the Act the report and accounts arebeing sent to the members and others entitled thereto. The statement prescribed under rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is available for inspection. If any member is interested in obtaining a copysuch member may send an e-mail to the company secretary in this regard.

38.PARTICULARS OF LOANS

INVESTMENTS AND GUARANTEES

Details of loans guarantees and investments covered under Section 186of the Act are provided in Note 5 and 6 forming part of Financial Statements.

39.PREVENTION OF INSIDER

TRADING

The Company has adopted a Code of Conduct for Prevention of InsiderTrading for its Designated Persons in compliance with the SEBI (Prohibition of InsiderTrading) Regulations 2015. The Code lays down Guidelines which advise the insiders onprocedures to be followed and disclosures to be made while dealing with the shares of theCompany and cautioning them of the consequences of violations. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed.

The Company has also adopted ‘Code of

Practice and Procedures for Fair Disclosure of

Unpublished Price Sensitive Information' in accordance with theSEBI (Prohibition of Insider Trading) Regulations 2015. This Code aims to set forth aframework and policy for fair disclosure of events and occurrences that could resolutelyimpact price of the Company's securities. The Company endeavors to preserve theconfidentiality of un-published price sensitive information and to prevent misuse of suchinformation.

The code of conduct for Prevention of Insider Trading is posted on thewebsite of the Company and can be accessed at: www.rsdfinancelimited.com

All the Board of Directors and designated employees have confirmedcompliance with the Code.

40. NUMBER OF BOARD MEETINGS

During the year under review five Board Meetings were convened andheld on June 28 2021 August 14 2021 November 13 2021 February 14 2022 & March25 2022 the details of which are given in the Corporate Governance Report which isforming part of this Annual Report.

41. EXTRACT OF ANNUAL RETURN (MGT 9)

The extract of the annual return in Form MGT - 9 as required under theprovisions of Section 92(3) and 134(3) of the Companies Act 2013 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 is set out in the ‘Annexure -G' to this report.

The annual return of the company is also available on thecompany's website at www.rsdfinancelimited.com and is available at the linkwww.rsdfinancelimited.com/investorrelations/a nnualreturn

42.MANAGEMENT DISCUSSION

AND ANALYSIS

The Management Discussion and Analysis Report on the operations of theCompany as stipulated under Chapter IV of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in a separate section and forms an integralpart of this Report.

43.CORPORATE GOVERNANCE

The Company believes that establishing good corporate governancepractices in each and every function of the organization leads to increased operationalefficiencies and sustained long term value creation for all stakeholders. In terms ofRegulation 34(3) read with Schedule V of the Listing Regulations the following forms partof this Report:

(i) Report on the Corporate Governance;

(ii) Declaration regarding compliance to Code of Conduct by BoardMembers and Senior Management Personnel;

(iii) A certificate from a Practicing Company Secretary that none ofthe directors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as directors of companies by the Board/Ministry of CorporateAffairs or any such statutory authority;

(iv) the Certificate duly signed by the Managing Director and ChiefFinancial Officer on the Financial Statements of the Company for the year ended March 312022 as submitted to the Board of Directors at their meeting held on May 30 2022; and

(v) Auditors' Certificate regarding compliance of conditions ofCorporate Governance

44. SECRETARIAL STANDARDS

During the Financial Year 2021-22 the Company has complied with allthe relevant provisions of Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings (SS1 and SS2).

45. RBI REGULATIONS

The Company has complied with the applicable regulations of RBI.

46. RBI GUIDELINES

The Company continues to comply with all the applicable regulationsprescribed by the

Reserve Bank of India ("RBI") from time to time.

47. SIGNIFICANT & MATERIAL ORDERS

PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulatorsor courts or tribunals that would impact the going concern status of the Company and itsfuture operations.

48. INSTANCES OF FRAUD IF ANY

REPORTED BY THE AUDITORS

During the year under review neither the statutory auditors nor thesecretarial auditor has reported to the Audit Committee under Section 143 (12) ofCompanies Act 2013 any instances of fraud committed against the Company by its officersor employees the details of which needs to be mentioned in the

Board's Report.

49. APPLICATION/PROCEEDING

PENDING UNDER IBC:

None of the application has been made or any proceeding is pendingunder the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year

50. HUMAN RESOURCES

Your Company continues to put due emphasis on appropriate humanresource development for its business. The employees of the Company and the group fullyidentify with the Company's and the groups vision and business goals.

51. POLICY ON PREVENTION OF SEXUAL

HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. Wehave adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace and constituted the Internal Complaints Committee in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules there under. The Policy aims to provide protection to employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure.

The Company has not received any complaint under the said policy. Weblink for the policy in the website is www.rsdfinancelimited.com/codes-policies.

52. GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these items during theyear under review:

a) Issue of equity shares with di erential rights as to dividendvoting or otherwise.

b) Issue of shares (including sweat equity shares and ESOP) to theemployees of the Company under any scheme.

c) The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees.

d) Business Responsibility Report is not applicable on the Company. e)Formation of Dividend Distribution Policy is not applicable on the Company.

f) Your Company has not raised funds through preferential allotment orqualified institutions placement as per Regulation 32(7A) of the Listing Regulations.

g) The requirement to disclose the details of difference between amountof the valuation done at the time of onetime settlement and the valuation done whiletaking loan from the Banks or Financial Institutions along with the reasons thereof isnot applicable

53. APPRECIATION

Your Directors would like to acknowledge the role of all itsstakeholders' viz. shareholders bankers lenders borrowers and all others fortheir continued support to your Company and the confidence and faith that they have alwaysreposed in your Company.

Your Directors acknowledge and appreciate the guidance and supportextended by all the Regulatory authorities including Securities Exchange Board of India(SEBI) Reserve Bank of India (RBI) Ministry of Corporate Affairs (MCA) Registrar ofCompanies Kolkata (ROC) the Stock Exchanges and the NSDL and CDSL.

We value the professionalism of all the employees who have provedthemselves in a challenging environment and whose efforts have stood the Company in goodstead and taken it to present level.

For and on behalf of the Board
Sd/- Sd/-
Rajeev Singh Dugal Upneet Dugal
Managing Director Director
DIN: 00052037 DIN:07680726
Place: Jamshedpur
Date: August 14 2022

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