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RSD Finance Ltd.

BSE: 539875 Sector: Financials
NSE: N.A. ISIN Code: INE616F01022
BSE 00:00 | 05 Aug 23.65 1.10
(4.88%)
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21.55

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23.65

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NSE 05:30 | 01 Jan RSD Finance Ltd
OPEN 21.55
PREVIOUS CLOSE 22.55
VOLUME 315
52-Week high 31.20
52-Week low 13.70
P/E 23.42
Mkt Cap.(Rs cr) 31
Buy Price 21.85
Buy Qty 10.00
Sell Price 23.65
Sell Qty 15.00
OPEN 21.55
CLOSE 22.55
VOLUME 315
52-Week high 31.20
52-Week low 13.70
P/E 23.42
Mkt Cap.(Rs cr) 31
Buy Price 21.85
Buy Qty 10.00
Sell Price 23.65
Sell Qty 15.00

RSD Finance Ltd. (RSDFINANCE) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their Fifty- Sixth Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements(Standalone as well as Consolidated) for the year ended March 31 2019.

1. KEY FINANCIAL HIGHLIGHTS

The highlights of the financial performance of the Company on a standalone andconsolidated basis is summarized below:

(Amt. in Rupees)

STANDALONE CONSOLIDATED
PARTICULARS Year Ended March 31 2019 Year Ended March 31 2018 Year Ended March 31 2019 Year Ended March 31 2018
Revenue from Operations 36476308 28127201 535306709 381743474
Other Income 34156831 41541434 66140538 85766023
Total Revenue 70633139 69668635 601447247 467509497
Total Expenses 15253988 35613908 491515745 412035980
Profit before tax and extraordinary items 55379151 34054727 109931502 55473517
Add : Extraordinary Items 16455406 - 41628500 11561393
Profit before tax 71834557 34054727 151560002 67034910
Less : Provision for Taxation
Current Tax 13101519 6588024 34713515 18050278
Deferred Tax (25148) (100003) (469427) (1671790)
Less : Minority Interest - 12714841 3497882
Profit during the year 58758186 27566706 104601073 47158540
Add : Profit B/F from previous Year 288579038 267360377 461132757 420441160
Sub Total 347337224 294927083 565733830 467599700
Less: P/L Appropriation 137750 834704 (2057) 953602
Less : Transferred to Statutory Reserve 11751637 5513341 11751637 5513341
Balance C/f to Balance Sheet 335447837 288579038 553984250 461132757

2. NATURE OF BUSINESS

The Company is a Non-Banking Financial Company which falls within the category of"Non-Banking Finance Company - Non-Systemically Important Non-Deposit takingCompany". It is registered with the RBI as a non – deposit taking NBFC undersection 45 IA of the RBI Act 1934.

As part of our business activities we are predominantly focused into Investing Fundsinto capital market as well as in money market. We also provide Job Work services.

There have been no changes in the nature of the business of the Company during the yearunder review.

3. BUSINESS PERFORMANCE REVIEW

The Company's performance showed a marked up improvement in the year under review.

On a Consolidated basis the Revenue for FY 2018-19 is at Rs 6014.47 lakhs which ishigher by Rs 1339.38 lakhs over the last year. The profit before tax for the year is Rs1515.60 lakhs recording an increase of Rs 845.25 lakhs over FY 2017-18. The profit aftertax of the company is Rs 1046.01 lakhs which is 121.58% higher than that of the previousyear Rs 471.59lakhs .

On a Standalone basis the revenue for FY 2018-19 at Rs 706.33 lakhs is higher by Rs9.65 lakhs over the last year. The Profit before Tax for the year stood at Rs 553.79lakhs recording an increase of Rs 213.24 lakhs over FY 2018. The Company earned anextra-ordinary income of 164.55 lakhs during the FY 2019 and the Profit after Tax recordedis Rs 587.58 Lakhs 113.15% higher than that of the previous year Rs 275.67 lakhs.

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year and the date of thisreport.

4. FUTURE PROSPECTS

The Indian economy has currently slowed and there has been a contraction inconsumption. The economy is witnessing weak investment and the service sector is alsounder-performing.

The Company has recovered its NPA during the financial year and intends to continuefocusing on capital market activities and carrying of job work activities and is lookingforward for a sustainable growth in the coming years which would enhance the shareholders'value.

The Company is hopeful of making full use of the growth opportunities available to it.

5. DIVIDEND

Your Director's regret for not recommending any Dividend on the Equity Shares and hasdecided to retain the profits for future investments and to strengthen the business of theCompany.

6. RESERVES

The Company proposes to transfer Rs 117.52 lakhs to the statutory reserves and anamount of Rs 3354.48lakhs is proposed to be retained in the Profit & Loss accountduring the Financial Year 2018-19.

7. SHARE CAPITAL

The Equity shares of the Company are listed in the Bombay Stock Exchange (BSE) and theCalcutta Stock Exchange (CSE). The paid up

Equity Share Capital as on March 31 2019 was Rs 6.47 crores.

During the year under review the Company has not issued any shares with differentialvoting rights nor has granted any stock options or sweat equity.

As on March 31 2019 none of the Directors of the Company hold instruments convertibleinto equity shares of the Company.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

9. PUBLIC DEPOSIT

During the year under review your Company neither accepted any deposits nor there wereany amounts outstanding at the beginning of the year which were classified as‘Deposits' in terms of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 and hence the requirement for furnishing of detailsof deposits which are not in compliance with the Chapter V of the Companies Act 2013 isnot applicable.

10. FINANCIAL LIQUIDITY

The Company's cash and cash equivalents as on March 31 2019 is Rs 56.12 lakhs ascompared to Rs 34.96 lakhs as on March 31 2018. The Company continues to focus onjudicious management of its working capital. Receivables and other working capitalparameters were kept under strict check through continuous monitoring.

11. SUBSIDIARY COMPANIES

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "Listing Regulations") andapplicable provisions of the Companies Act 2013 read with the Rules issued thereunderthe Consolidated Financial Statements of the Company for the financial year 2018-19 havebeen prepared in compliance with applicable Accounting Standards and on the basis ofaudited financial statements of the Company and its subsidiary companies as approved bythe respective Board of Directors.

The Consolidated Financial Statements form part of the Annual Report and reflect theoperations of Precision Automotive Private Limited SRP Oil Private Limited and Sigma HTSLLP.

No new subsidiary was added and no Company has ceased to be a RSD Finance Limitedsubsidiary during FY 2018-19.

Further the annual accounts and the related detailed information on all the SubsidiaryCompanies shall be made available to the Shareholders of the Company and the Shareholdersof the subsidiaries seeking such information. In accordance with Section 136 of the Actthe audited annual financial statements including consolidated financial statements andaudited accounts of the Subsidiary Companies are displayed on the website of the Companyat www.rsdfinancelimited.com and shall be kept at the Registered Office of the Company atJamshedpur and at the Registered Office of the Subsidiary Companies for inspection by anyShareholder during business hours on all days except Saturdays Sundays and PublicHolidaysbetween 12.30 pm and 03.00 pm .

Further the Company has adopted a Policy for determining Material Subsidiaries interms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations').The Policy as approved by the Board is uploaded on the Company's websitewww.rsdfinancelimited.com/InvestorRelation s/Codes/Polices(path)

12. PERFORMANCE OF SUBSIDIARIES

i) S R P OIL PRIVATE LIMITED

The Company continues to holds 52.55% shares in SRP Oil Private Limited. SRP is amaterial unlisted subsidiary Company of RSD Finance Limited as per SEBI (ListingObligation and Disclosure Requirements) Regulations 2015. It is engaged in the businessof Hotel Industries. It is carrying business in the brand name of "The AlcorHotel" in Jamshedpur Jharkhand.

Net revenue of SRP Oil increased to Rs 2017.74 lakhs in the Financial Year 2018-19compared to Rs 1830.98 lakhs in the previous year – registering a 10.20% increase.The net profit before tax was Rs 494.12 lakhs during the FY 2018-19 compared to Rs 373.31lakhs in the previous year.

ii) PRECISION AUTOMOTIVE PRIVATE LIMITED (PAPL)

Precision Automotive Private Limited continues to be a wholly owned material subsidiaryCompany of RSD Finance Limited. During the financial year 2018-19 the Company closed itsmanufacturing business. It continues to earn financial income by way of investmentactivity in various financial instruments and is also engaged in generation andtransmission of solar energy.

The revenue from operations of PAPL was Rs 393.24 lakhs in the Financial Year comparedto Rs 816.22 lakhs in the previous year. The net profit before tax during the period wasRs 515.97 lakhs as compared to a profit of Rs 336.44lakhs in the previous year .

iii) SIGMA HTS LLP

SIGMA HTS is a Limited Liability Partnership of which 65% stake is held by PrecisionAutomotive Pvt. Ltd. the wholly owned subsidiary of your Company. Sigma HTS LLP dealswith heat treatment solutions.

It has started its operations in full swing during the financial year giving totalrevenue of Rs 2852.26 lakhs. However the total expenditure incurred amounted to Rs 3046.49lakhs incurringa net loss of Rs 147.25 lakhs.

The Company does not have any associate or joint venture Companies. Pursuant to theprovisions of Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing the salient features of the financialposition of the above mentioned subsidiary Companies in Form AOC-1 is attached as"Annexure – A" and forms a part of this Report.

13. CONSOLIDATED FINANCIAL STATEMENTS

The Annual Audited Consolidated Financial Statements together with the Report ofAuditors' thereon forms part of this annual report.

14. LISTING

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

The Annual Listing Fee for the Financial Year 2018-19 has been duly paid within thestipulated time to both the Stock Exchanges.

15. DIRECTORS

None of the directors of the company are disqualified under the provisions of theCompanies Act 2013 (‘Act') or under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All Independent Directors have provided confirmations ascontemplated under section 149(7) of the Act.

Retirement by rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Ms. Upneet Dugal (DIN – 07680726) ExecutiveDirector of the Company retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers herself for re- appointment.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee and based on report of performance evaluation recommends her re-appointment forthe consideration of the Members of the Company at the ensuing Annual General Meeting.

Re-appointment

Mr. Malkeet Singh Saini (DIN: 02592649) was appointed as Independent Director of theCompany with effect from May 29 2014 and in terms of the provisions of section 149(10) ofthe Companies Act 2013 their first term of five consecutive years expired on May 282019. In terms of the provisions of section 149(10) Mr. Malkeet Singh Saini is eligiblefor re-appointment as Independent Directors for a second term by passing specialresolution in this regard.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee and based on report of performance evaluation has recommended re-appointment ofMr. Malkeet Singh Saini as an Independent Director for a second term till September 302020 on the Board of the Company.

The resolution for re-appointment of Mr. Malkeet Singh Saini as Independent Directornot liable to retire by rotation has been included in the Notice of the Annual GeneralMeeting. The Board of Directors recommends the resolutions for your approval.

Profile and other information of the aforesaid Directors as required under Regulation36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standard - 2 forms part of the notice convening the ensuing Annual GeneralMeeting.

All the directors of the Company have confirmed that they are not disqualified frombeing appointed as Directors in terms of Section 164 of the Companies Act 2013.

Further all the Directors Key Managerial Personnel and senior management of theCompany have affirmed compliance with the code of conduct applicable to the Directors andemployees of the Company and a declaration in this regard made by the Managing Director isattached which forms a part of this report of Directors. The Code of Conduct is availableon the Company's website www.rsdfinancelimited.com

16. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel (KMP) of the Company pursuant to theprovisions of the Company Act 2013 as on the date of this report:

1. Mr. Rajeev Singh Dugal - Managing Director

2. Mr. Rechan Chhabra – Chief Financial Officer

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

There has been no change in the Key Managerial Personnel during the financial year.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors pursuant tothe provisions of sub-section (7) of Section 149 of the Companies Act 2013 confirmingthat they fulfill the criteria of Independence as specified in Section 149(6) of theCompanies Act 2013 and Regulation 16(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board confirms that the said Independent Directors meet the criteria as laid downunder the Companies Act 2013 as well as the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors had in accordance with theprovisions of Schedule IV (Code for Independent Directors) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 met separately on 28th March 2019 and discussed and reviewed inter alia theperformance of Non-Independent Directors and the Board as a whole after taking intoconsideration the views of Executive and Non-Executive Directors.

19. BOARD AND ITS COMMITTEES

The Board met six times during the financial year. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 and the SEBIRegulation 2015. The details of the meetings of the Board attendance of Directors etc.is given separately in the Report of Corporate Governance which forms part of the report.

Board Committees

The following are the Board Committees during the Financial Year 2018-19:

1. Audit Committee;

2. Nominations & Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee and

The composition of each of the above Committees their respective roles attendance andresponsibilities are provided in detail in the Corporate Governance Report which forms apart of this report.

20. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2019 the Board ofDirectors hereby confirms that:

(a) in the preparation of Annual Accounts for the financial year ended March 31 2019the applicable Accounting Standard have been followed and there are no material departuresfrom the same;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for this period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Further there are no qualifications reservations or adverse remarks made by theStatutory Auditors/ Secretarial Auditors in their respective reports.

21. BOARD EVALUATION

The Nomination and Remuneration Committee and the Board of Directors of the Company hadlaid down the process and criteria for annual performance evaluation of the Board itsCommittees and individual Directors.

The Board of Directors have carried out an evaluation of its own performance itsCommittees and that of its individual Directors in compliance the provisions of theCompanies

Act 2013 and the corporate governance requirements as prescribed under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

The evaluation process covered aspects such as Board structure and compositionfrequency of Board Meetings degree of fulfillment of key responsibilities establishmentand delineation of responsibilities to various Committees effectiveness of Boardprocesses attendance and contribution at Board/ Committee Meetings and guidance/ supportto the management outside Board/ Committee Meetings.

The Managing Director was evaluated on key aspects of his role including setting thestrategic agenda of the Board Meeting encouraging active engagement by all Board membersand motivating and providing guidance to the Management.

Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.

The Board at its meeting reviewed the performance of the Board as a whole itsCommittees and individual Directors taking into account feedback of the Nomination andRemuneration Committee and the Independent Directors which included the evaluation of theNon-Independent Directors of the Company.

The Board of Directors has expressed its satisfaction on functioning and performance ofBoard and Committees and the performance of individual directors. They expressed theirsatisfaction with the evaluation process.

22. Familarisation Programme:

The Company has conducted the Familarisation Program for Independent Directors. TheProgram aims to provide insights into the Company to enable the Directors to understandits business in depth to acclimatize them with the processes and business of the Companyand to assist them in performing their role as Independent Directors of the Company. TheCompany's Policy of conducting the Familarisation Program has been disclosed on thewebsite of the Company at http://www.rsdfinancelimited.com/investorrelations/codes&policies(Path)

23. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements of the Companyas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Statutory Auditors and theInternal Auditors of the Company on the inefficiency or inadequacy of such controls.

The internal audit is entrusted to M/s. Heerwal & Associates CharteredAccountants. The Internal Auditors monitor and evaluate the efficacy and adequacy ofinternal control systems in the Company its compliance with the operating systemsaccounting procedures and policies at the Company and its subsidiaries. It also impartsguidance and constructive suggestions for improvement of the audit function in theCompany.

24. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place and have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofgoals compliance with policies procedure applicable laws and regulations and that allassets and resources are acquired economically used efficiently and adequately protected.

Your Directors confirm that during the year under review there were no reportablematerial weaknesses in the present systems or operations of internal controls.

25. COMPLIANCE WITH NBFC REGULATIONS

The Company has complied with all the applicable regulatory provision prescribed by theReserve Bank of India from time to time.

26. CONSERVATION OF ENERGY TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO

The Company is an non-banking finance Company and is involved in some job workactivities.T he Company's activity involves very low energy consumption and has noparticulars to report regarding conservation of energy and technology absorption. Howeverefforts are made to further reduce energy consumption.

The Company did not have any foreign exchange earnings and expenditures during theyear.

27. RELATED PARTY TRANSACTION

All Related Party Transactions entered into by your Company during the financial yearwere on arm's length basis and were in the ordinary course of business and in compliancewith the provisions of the Companies Act 2013 the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and Accounting Standards on "Related PartyDisclosure (AS-18)."

All Related Party Transactions are placed before the Audit Committee. None of suchrelated party transactions required the approval of the Shareholders as per the Act orLODR Regulations. Further there were no materially significant related party transactionsthat may have potential conflict of interests of the Company at large.

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

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Act along with the justification for entering into such contract orarrangement in Form AOC-2 forms part of the report as "Annexure -B ".

None of the Directors has any pecuniary relationships or transactions vis--vis theCompany save and except the payment of sitting fees to Independent Directors and theremuneration given to executive directors. For details of the transactions with RelatedParty refer to the note 21 to the financial statements.

28. RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasadopted a risk management policy. The policy provides for identification assessment andcontrol of risks that in the opinion of the Board may threaten the existence of theCompany. The above policy is being reviewed/re-visited once a year or at such otherintervals as deemed necessary for modifications and revisions if any.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act 2013 a Corporate SocialResponsibility (CSR) Committee has been constituted by the Board of Directors.

The Corporate Social Responsibility

Committee (CSR Committee) has formulated and recommended to the Board a CorporateSocial Responsibility Policy (CSR Policy) indicating the activities to be undertaken bythe Company which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at thewww.rsdfinancelimited.com

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

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The employees are free toreport violations of applicable laws and regulations and the Code of Conduct.

The policy provides for a formal mechanism for all the directors and the employees toreport to the Management their genuine concerns or grievances about unethical behavioractual or suspected fraud and any violation of the Company's Code of Business Conduct andEthics policy.

The Company has selected a Nodal officer to whom disclosures are to be made. The Policyis available on the Company's Website www.rsdfinancelimited.com

31. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Board has on recommendation of the Nomination and Remuneration Committeeformulated a policy for selection and appointment of Directors senior management andtheir remuneration. There have been no changes in the said policy during the financialyear. 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 "

32. AUDITORS AND THEIR REPORTS

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

STATUTORY AUDITORS

As per Section 139 of Companies Act 2013 read with the Companies (Audit and Auditors)Rules 2014 as amended from time to time the Members of the Company in its 54th AnnualGeneral Meeting held on 08th September 2017 approved the appointment of M/s. Prasad Kumar& Co. Chartered Accountants (ICAI Reg. No. 008816C) as the Statutory Auditor of theCompany for five consecutive financial years from 2017-18 to 2021-22. The requirement forthe annual ratification of auditor's appointment at the Annual General Meeting has beenomitted pursuant to Companies (Amendment) Act 2017 notified on May 7 2018.

The Statutory Auditors have confirmed that they continue to satisfy the independencecriteria as required under the Act and they are not disqualified from continuing as theAuditors of the Company.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 and the rules framed thereunder theAudit Committee recommended and the Board of Directors appointed Mr. Sital Prasad SwainCompany Secretary in practice (Membership No. F6338 & CP No. 6814) to undertake theSecretarial Audit of the Company for the financial year 2018-19.

The Report of the Secretarial Auditor is annexed to this report as "AnnexureE". The comments mentioned in the Secretarial Audit Report are self-explanatory.

Further the Board of Directors of the Company has re-appointed Mr. Sital Prasad Swainto undertake the Secretarial Audit of the Company for the financial year 2019-20. TheCompany has received a written consent from him that the appointment is in accordance withthe applicable provisions of the Act and rules framed thereunder.

COST AUDITORS

Being a Non-Banking Financial Company the provisions of Section 148(1) of the Act withregard to the maintenance of cost records are not applicable to the Company.

Observations of statutory auditors on financial statements for the year ended March 312019:

The Auditors' Report for the financial year 2018-19 does not contain any qualificationreservation or adverse remark. Further in terms of section 143 of the Companies Act 2013read with Companies (Audit and

Auditors) Rules 2014 as amended notifications/ circulars issued by the Ministry ofCorporate Affairs from time to time no fraud has been reported by the Auditors of theCompany.

Secretarial Audit report for the year ended March 31 2019:

The Secretarial Audit Report for the financial year 2018-19 does not contain anyqualification reservation or adverse remark.

Further no fraud has been reported by the Secretarial Auditor of the Company to theAudit Committee or to the Board of Directors under Section 143(12) of the Act includingrules made thereunder.

33. PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Act read with Rule5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Managing Director of the Company receives consultancy fees for services rendered inprofessional capacity from the Company's subsidiary SRP Oil Pvt. Ltd.

Pursuant to Section 197(12) of the Companies Act 2013 read with the Rule 5 of theCompanies (Appointment of Managerial Personnel) Rules 2014 no employee employedthroughout the financial year has drawn a remuneration of more than Rs 1.02 crores perannum and no employee employed for part of the financial year has drawn a remunerationof more than Rs 8.5 lakh per month.

The Disclosure required as under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to this report as"Annexure – F."

34. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The loan made guarantee given or security provided in the ordinary course of businessby a NBFC registered with Reserve Bank of India are exempt from the applicability ofprovisions of Section 186 of the Act. As such the particulars of loans and guarantee havenot been disclosed in this Report.

During the year under review the Company has invested funds in various securities inthe ordinary course of business.

35. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading for itsDesignated Persons in compliance with the SEBI (Prohibition of Insider Trading)Regulations 2015. The Code lays down Guidelines which advise the insiders on proceduresto be followed and disclosures to be made while dealing with the shares of the Companyand cautioning them of the consequences of violations. The Code requires pre- clearancefor dealing in the Company's shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow isclosed.

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

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

36. EXTRACT OF ANNUAL RETURN (MGT –9)

The extract of the annual return in Form MGT 9 as required under the provisions ofsection 92(3) of the Companies Act 2013 is enclosed as ‘Annexure - G'.

The extract of the annual return of the company is also uploaded on the company'swebsite at www.rsdfinancelimited.com/investors

37. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company asstipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in a separate section and forms an integral part of thisReport.

38. CORPORATE GOVERNANCE

Your Company is in full compliance with the Corporate Governance requirements in termsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

A report on Corporate Governance along with a certificate from the auditors confirmingcompliance with the Corporate Governance requirements are attached and form an integralpart of this Report.

39. 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' respectively asspecified by the Institute of the Company Secretaries of India have been duly followed bythe Company.

40. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

Your Directors confirm that there are no significant and material orders passed by theregulators or courts or tribunals that would impact the going concern status of theCompany and its future operations.

41. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS

The Auditors of the Company have not reported any fraud as specified under the secondproviso of Section 143(12) of the Act.

42. HUMAN RESOURCES

Your Company continues to put due emphasis on appropriate human resource developmentfor its business. The employees of the Company and the group fully identify with theCompany's and the groups vision and business goals.

43. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. We have adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace andconstituted the Internal Complaints Committee in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and theRules there under. The Policy aims to provide protection to employees at the workplace andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment whereemployees feel secure.

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

44. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

1. Issue of equity shares with di erential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares and ESOP) to the employees of theCompany under any scheme.

3. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

4. Business Responsibility Report is not applicable on the Company.

5. Formation of Dividend Distribution Policy is not applicable on the Company.

45. APPRECIATION

Your Directors would like to acknowledge the role of all its stakeholders' viz.shareholders bankers lenders borrowers and all others for their continued support toyour Company and the confidence and faith that they have always reposed in your Company.

Your Directors acknowledge and appreciate the guidance and support extended by all theRegulatory authorities including Securities Exchange Board of India (SEBI) Reserve Bankof India (RBI) Ministry of Corporate Affairs (MCA) Registrar of Companies Kolkata(ROC) the Stock Exchanges and the NSDL and CDSL.

We value the professionalism of all the employees who have proved themselves in achallenging environment and whose efforts have stood the Company in good stead and takenit to present level.

For and on behalf of the Board of Directors

Sd/-
Rajeev Singh Dugal
Managing Director
DIN –00052037
Sd/-
Upneet Dugal
Director
DIN –07680726
Place: Jamshedpur
Date: August 27 2019