To,
The Members,
RAJVI LOGITRADE LIMITED
Your Directors have great pleasure in presenting 36th ANNUAL REPORT along with
the Audited Balance Sheet and Statement of Profit And Loss, for the year ended 31st March,
2023.
SUMMARISED FINANCIAL HIGHLIGHTS:
The financial Results of the Company are briefly summarized as under:
| PARTICULARS |
YEAR ENDED (Rs in Lakhs) |
|
2022-2023 |
2021-2022 |
| Total Income |
1613.65 |
918.07 |
| Total Expenditure |
1590.72 |
891.85 |
| Profit/(Loss) before Taxation |
22.93 |
26.22 |
| Profit/(Loss) after Taxation |
17.93 |
26.22 |
| Profit/(Loss) brought forward |
(129.09) |
(155.31) |
| Allocations & Appropriations |
0 |
0 |
| Balance carried to Balance Sheet |
(111.16) |
(129.09) |
REVIEW OF OPERATIONS & OTHERS:
The Company has achieved revenue from operation of Rs. 1613.65/- Lacs during the year
under review contributed by the road transport business, corresponding Net profit totaled
Rs. 17.93/- Lacs mainly driven by raised activity level.
DIVIDEND:
With the intention to plough back the profit, no dividend has been proposed for 2023.
TRANSFER TO RESERVES:
There were no appropriations to/from the general reserves of the Company during the
year under review.
SHARE CAPITAL:
As on March 31, 2023 the paid up Equity Share Capital of the company was
Rs.100,00,000/- Crore divided into 10,00,000/- equity shares of Rs. 10/-. During the year
under review the company has not issued any shares or any convertible instruments.
PUBLIC DEPOSITS:
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public, was outstanding as on the date of the
balance sheet.
However company has received loan from the directors of the company along with the
declaration as prescribed under rule 2(viii) of The Companies (Acceptance of Deposits)
Rules, 2014
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 (2) of SEBI Listing Regulations read with Schedule V thereto, is
presented in a separate report forming part of this Annual Report.
NAME CHANGE
The Company has changed its name from "Suryakrupa Finance Limited" to
"Rajvi Logitrade Limited" pursuant to the special resolution passed by the
shareholders of the company at its extra-ordinary general meeting held on 13th May,
2023.The change in name was approved by the Registrar of Companies, by issuing a new
certificate of Incorporation dated 17/05/2023.
CORPORATE GOVERNANCE AND
SHAREHOLDERS INFORMATION:
The paid up equity share capital of the Company is not exceeding rupees ten crores and
net worth is not exceeding rupees twenty five crores, as on the last day of the previous
financial year, the Company has decided not to follow with the corporate governance
provisions of SEBI (LODR) Regulations, 2015, hence the report prescribed under Schedule V
(C) is not part of this report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-2023 to
Bombay Stock Exchange (BSE) where the Companys securities are listed.
DEMATERIALISATION OF SHARES:
56.40% of the companys paid up Equity Share Capital is in dematerialized form as on
31st March, 2023 and balance 43.60% is in physical form. The
Companys Registrars is M/s.Link Intime India Pvt. Ltd., C-101, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai - 400 083.Tel No.: +91 22 49186270 Fax: +91-22-49186060,
Email Id: rnt.helpdesk@linkintime.co.in,
Website: www.linkintime.co.in
NUMBER OF BOARD MEETINGS HELD:
The Board of Directors duly met 7 times during the financial year from 1st April, 2022
to 31st March, 2023. The Meetings of Board of Directors were held on 30/05/2022,
12/07/2022, 12/08/2022, 03/09/2022, 12/11/2022, 28/12/2022 and 14/02/2023.
AUDIT COMMITTEE
Audit committee constituted by the Board of Directors consists of three directors
majority of them are independent directors. The composition of audit committee is:
| Mr. Arpana Sandeep Shah |
Chairman |
| Mr. Dharmesh K. Barot |
Member |
| Mr. Narendrasinh Dalpatsinh Rana |
Member |
Mrs. Arpana Sandeep Shah was appointed as Chairman of the committee w.e.f 28/12/2022.
Mr. Narendrasinh Dalpatsinh Rana was appointed as member of the committee w.e.f
28/12/2022.
Mr. Ashok Kumar Dudi has ceased from the position of Committee member w.e.f 28/12/2022.
Mr. Amar N. Pal has ceased from the position of Committee member w.e.f 28/12/2022
Mr. Dharmesh K. Barot ceased to be the chairman of the committee he is now the member
of the committee w.e.f 28/12/2023.
The committee duly met 5 times during the financial year from 1st April, 2022 to 31st
March, 2023. The meeting were held on 30/05/2022, 06/07/2022, 12/08/2022, 12/11/2022 and
14/02/2023.
NOMINATION & REMUNERATION COMMITTEE
The Composition of nomination & remuneration committee is:
| Mr. Amar N. Pal |
Chairman |
| Mr. Dharmesh K. Barot |
Member |
| Mr. Narendrasinh D. Rana |
Member |
The committee duly met 2 times during the financial year from 1st April, 2022 to 31st
March, 2023. The meeting were held on 23/04/2022 and 14/12/2022.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Composition of stakeholders relationship committee is:
| Mr. Chirag Hasija |
Chairman |
| Mr. Amar N. Pal |
Member |
| Mr. Dhaval Bhavesh Acharya |
Member |
Mr. Chirag Hasija was appointed as Chairman of the committee w.e.f 12th May, 2023.
Mr. Dhaval Bhavesh Acharya was appointed as member of the committee w.e.f 12th May,
2023
Mr. Narendrasinh Dalpatsinh Rana ceased from the position of Chairman of the Committee
w.e.f 12th May, 2023.
Mr. Maulin B. Acharya ceased from the position of Committee member w.e.f 12th May, 2023
The committee duly met 4 times during the financial year from 1st April, 2022 to 31st
March, 2023. The meeting were held on 15/04/2022, 16/07/2022, 18/10/2022 and 16/01/2023.
DETAILS OF DIRECTORS OR KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:
Mr. Chirag Hasija (Din: 09817934) was appointed as additional director in the category
of Non-Executive Director on the Board of the Company w.e.f. 28th December, 2022
Mrs. Arpana Sandeep Shah (Din: 07414319) was appointed as additional director in the
category of NonExecutive Independent Woman Director for a term of five years w.e.f. 28th
December, 2022.
Mr. Jagdish Dodiya was appointed as Chief Executive Officer w.e.f. 28th December, 2022.
Mr. Ashok Dudi (Din: 02579317) resigned as Managing Director w.e.f 28/12/2022.
Mrs. Nitu Rathod resigned as Non-Executive Independent Director w.e.f 23/12/2022.
After the closure of FY 2022-23, the following directors have been appointed on the
Board / ceased from the Board of the Company:
Mr. Dhaval Bhaveshbhai Acharya (Din: 00010406) was appointed as Additional Director in
the category of Non-Executive Director on the Board of the Company w.e.f. 10th April,
2023.
Mr. Maulin Bhavesh Acharya (Din: 00010405) resigned as Non-Executive Director w.e.f.
01st May, 2023.
The members of the Company approved the appointment of Mr. Chirag Hasija (Din:
09817934) as Non-Executive Directors and Mrs. Arpana Sandeep Shah (Din: 07414319) as
Non-Executive Independent Women Directors and Mr. Dhaval Bhaveshbhai Acharya (Din:
00010406) as Non-Executive Director by passing a special resolution at the Extra-Ordinary
General Meeting held on 13th May, 2023.
As per the provision of Section 152 of the act Mr. Narendrasinh Dalpatsinh Rana
director of the company retires by rotation at the ensuing Annual General Meeting and
being eligible had offered himself for reappointment. Your Directors recommend his
reappointment.
Further, the Board composition is appropriate as per the Regulation 17 of SEBI (LODR)
2015 i.e. with the optimum combination of executive and non-executive directors with at
least one woman director and more than fifty percent of the board of directors comprise of
non-executive directors.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5)(c) of the Companies Act, 2013, Directors hereby confirm the
following:
a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures; if any
b) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the directors have prepared the annual accounts on a going concern basis;
e) the directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
DECLARATION BY AN INDEPENDENT DIRECTOR(S):
The Company has received declarations from all the
Independent Directors under Section 149(7) of the Act and Rule 6(3) of the Companies
(Appointment and Qualification of Directors), Rules 2014, read with the Listing
Regulations, confirming that they meet the criteria of independence as laid down in
Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations and that
they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.
The above declarations were placed before the Board and in the opinion of the Board,
there has been no change in the circumstances which may affect their status as Independent
Directors of the Company and the Board is satisfied of the integrity, expertise and
experience (including proficiency in terms of Section 150(1) of the Act and applicable
rules thereunder) of all Independent Directors on the Board. None of the Director(s) is
disqualified as on report date, in terms of Section 164(2) of the Act, from being
appointed as a Director.
Registration in Databank and Proficiency Test
In accordance with the Section 150 of the Act and Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, all the Independent Directors have been
registered and are Members of Independent Directors Databank, maintained by Indian
Institute of Corporate Affairs. Further, pursuant to the Companies (Appointment and
Qualification of Directors) Rules, 2014 Mr. Amar Nandlal Pal and Mr. Dharmesh Kanubhai
Barot Independent Directors have been exempted by Indian Institute of Corporate Affairs
from appearing for the online proficiency self-assessment test, as they fulfilled the
conditions for seeking exemption from appearing for the online proficiency selfassessment
test and Mrs. Arpana Sandeep Shah has successfully qualified the online proficiency
selfassessment test.
STATUTORY AUDITORS AND AUDIT REPORT:
At the 35th Annual General Meeting held on 30th September,2022 the Shareholders
approved the appointment of M/s. Prakash Tekwani & Associates, Chartered Accountants,
(Firm Registration No. 120253W), as a Statutory Auditor of the Company, to hold office for
a period of Five (5) years commencing from the conclusion of that AGM till the conclusion
of the AGM of the Company to be held in the year 2027.
SECRETARIAL AUDITORS:
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Secretarial
Audit Report submitted by Company Secretary in Practice is enclosed as a part of this
report Annexure- A.
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
directors have appointed M/s. Jogi Dipak & Co., Company Secretary, Gandhidham as
Secretarial Auditor of the Company.
There is no qualification and adverse remarks except the name of the Company is
suggestive of financial activities, but the Company is not NBFC and has not carried any
finance activities.
Management submitted that the main object clause of the company comprises of objects
pertaining to Finance and Transport & Logistics business, the management envisages to
continue with the Transport & Logistics business only and since the NBFC registration
certificate of the company is cancelled company can no longer carry on the NBFC business,
further the matter of change in the main object clause and alteration of the memorandum of
association of the company is recommended for shareholders approval.
AUDIT OBSERVATIONS:
The Statutory Auditor has issued report on the standalone Financial Statements for the
financial year ended 31st March, 2023, with an unmodified opinion but contains disclaimer
remark that the Company has an internal audit system in place however, we have not been
provided with copy of said audit reports.
The management clarified that due to unavoidable circumstances the internal auditor was
not able to provide the internal audit report at the time of finalization of audited
financials, however he has now issued the internal audit report which is free from any
adverse remark.
The Auditors Report is enclosed with the Financial Statements in this Annual Report.
COST RECORDS
The provisions for maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Act are not applicable for the
business activities carried out by the Company.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION:
Since the Company is not a manufacturing unit provisions of Section 134 (3)(m) of the
Companies Act, 2013, read with rules 8 of the Companies (Accounts) Rules, 2014 regarding
conservation of energy, technology absorption is not applicable.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Corporate Social Responsibility is not applicable to your Company,
hence the Company has not developed and implemented any Corporate Social Responsibility
policy and committee.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.raivilogitrade.com.
RELATED PARTY TRANSACTIONS:
There were contracts or arrangements entered into by the Company in accordance with the
provisions of Section 188 of the Companies Act, 2013 during the year under review. The
details of related party transactions and material related party transactions were
disclosed in schedule of financials.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. The Company has taken loan
from Directors; the details whereof are mentioned in AOC-2 attached to this report.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Companys website at www.raivilogitrade.com. None of the Directors has any pecuniary
relationships or transactions vis-a-vis the Company.
EXTRACT OF ANNUAL RETURN:
A copy of the Annual Return of the Company containing the particulars prescribed u/s 92
of the Companies Act, 2013, in Form MGT-7, as of the end of the financial year i.e. 31st
March, 2023 will be uploaded on the website of the Company at www.raivilogitrade.com.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees or made investments covered under the
provisions of section 186 of the Companies Act, 2013.
REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No remuneration is being paid to the Managing Director or any other Director of the
Company. The information required pursuant to Section 197(12) read with rule 5(1) of the
Companies (Appointment and Remuneration) Rules, 2014 in respect of Directors/Employees is
furnished hereunder:
A) The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year: No remuneration is being paid to any
director of the company
B) The percentage increase in remuneration of each Director, Chief Financial Officer
and Company Secretary during the of financial year 2021-2022
| Name of Director / KMP and Designation |
Remuneration of Director /KMP for F.Y. 2021-2022 (Amount in Rs.) |
% increase in Remuneration in the F.Y. 2021-2022 |
| Ashok Dudi Managing Director |
|
Nil |
| Maulin Acharya Director |
|
Nil |
| Narendra Rana Director & CFO |
|
Nil |
| Jagdish Dodia CEO |
750000/- |
Nil |
| Akansha Pithaliya Company Secretary |
212000/- |
500 |
C) The percentage increase in the median remuneration of the employees in the financial
year: Nil
D) The number of permanent employees on the rolls of Company: 18
It is hereby affirmed that the remuneration paid is as per the remuneration policy for
Directors, Key Managerial Personnel and other Employees.
There were no employees during the whole or part of the year who were in receipt of
remuneration in excess of limits as set out in terms of the provisions of section 197 of
the Companies Act, 2013, read with Rule, 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 as amended from time to time.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Board has Risk Management Policy in place, which includes identification,
assessment and prioritization of risk, followed by risk mitigation minimization measures.
Companys approach to addressing business risks is comprehensive and includes periodic
review of such risks and a framework for mitigating controls and reporting mechanism of
such risks. The risk management framework is reviewed periodically by the Board.
THE CHANGE IN NATURE OF BUSINESS:
No change occurred in the nature of the business of the Company during the year.
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURES
OR ASSOCIATE COMPANIES:
No company has become or ceased to be its subsidiary, joint ventures or associate
company during the year under review.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
The Companys policy relating to appointment of Directors, payment of Managerial
Remuneration, Directors qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
available at web site at www.rajvilogitrade.com.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and Regulation of SEBI (Listing Obligation
and Disclosure Requirement) Regulations, 2015, the performance evaluation was carried out
as under:
The Board:
The Board of Directors evaluated the performance of the Board, having regard to various
criteria such as Board composition, Board processes, etc. The Independent Directors, at
their separate meetings held on 02/02/2023, also evaluated the performance of the Board as
a whole based on various criteria. The area of improvements as highlighted by the
evaluation exercise has been implemented to further strengthen the Board function.
Committees of the Board:
The performance of the Audit Committee, Nomination and Remuneration Committee and the
Stakeholders Relationship Committee was evaluated by the Board having regard to various
criteria such as committee
composition, committee processes, committee dynamics etc. The Board was of the
unanimous view that all the committees were performing their functions satisfactorily and
according to the mandate prescribed by the Board under the regulatory requirements
including the provisions of the Act, the Rules framed thereunder and the Listing
Agreement.
Individual Directors:
a) Independent Directors:
The performance of each independent director was evaluated by the entire Board of
Directors (excluding the director being evaluated) on various parameters like engagement,
leadership, analysis, decision making, communication, governance and interest of
stakeholders. The Board was of the unanimous view that each independent director has
brought his/her rich experience to the deliberations of the Board. The Board also
appreciated the contribution made by all the independent directors in guiding the
management in achieving higher growth and concluded that continuance of each independent
director on the Board will be in the interest of the Company.
b) Non-Independent Directors:
The performance of each of the non-independent directors (including the chair person)
was evaluated by the Independent Directors at their separate meeting. Further, their
performance was also evaluated by the Board of Directors. The Independent Directors and
the Board were of the unanimous view that each of the non-independent directors was
providing good business and proper leadership.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards during the Financial
Year 20222023
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The Statutory Auditor has not reported any instances of fraud committed against the
Company, by its officers or employees as specified under Section 143(12) of the Act and
therefore, no detail is required to be disclosed under Section 134 (3)(ca) of the Act.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the financial year 2022-23 no significant and material order passed by the
regulators / courts / tribunals impacting the going concern status and Companys
operations in future
MATERIAL CHANGES AND COMMITMENT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
and the date of this report.
PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE
During the year under review, no proceedings have been initiated against the Company
under the Insolvency and Bankruptcy Code, 2016, and no proceedings under the Insolvency
and Bankruptcy Code, 2016 were pending at the end of the year.
ONE TIME SETTLEMENT AND VALUATION
During the year under review, the Company has not made any valuation or one time
settlement, as prescribed under Section 134 of the Act read with Rule 8(5) of the
Companies (Accounts) Rules, 2014.
ACKNOWLDEGEMENTS
Your Directors express their appreciation for the dedicated and sincere services
rendered by the employees of the Company and also sincerely thanks the shareholders for
the confidence reposed by them in the Company and for the continued support and
co-operation extended by them.
| By Order Of the Board |
|
| RAJVI LOGITRADE LIMITED |
|
| sd/- |
sd/- |
| (Dhaval Acharya) |
(Chirag Hasija) |
| Director |
Director |
| DIN.00010406 |
DIN.09817934 |
| Date:01/09/2022 |
Place: Gandhidham |
+91-9892691696
