To,
The Members,
Rainbow Foundations Limited
Your Directors have pleasure in presenting the 29th Annual Report on the
business and operations of your Company, along with the Audited financial statements for
the year ended 31st March 2023.
1. FINANCIAL RESULTS
|
Amount in Lakhs |
|
Particulars |
For Financial Year ended |
For Financial Year ended |
|
31.03.2023 |
31.03.2022 |
| Total Income |
4,556.42 |
3,955.55 |
| Total Expenditure |
4,372.50 |
3,830.59 |
| Profit/(loss) before Interest, Depreciation & Tax (EBITDA) |
1,546.78 |
513.49 |
| Finance Charges |
1,351.54 |
627.07 |
| Depreciation |
11.32 |
11.38 |
| Profit/(loss) before Tax |
183.92 |
124.96 |
| Tax Expense |
49.03 |
94.98 |
| Net Profit/(Loss) After Tax |
134.89 |
29.98 |
| Profit/(Loss) carried to Balance Sheet |
134.89 |
29.98 |
The proposed appropriations are |
|
|
| Proposed Dividend |
0 |
0 |
| Corporate dividend tax |
0 |
0 |
| General reserve |
0 |
0 |
| Balance carried forward |
134.89 |
29.98 |
| Earnings Per Share Basic |
0.29 |
0.54 |
| Earnings Per Share Diluted |
0.29 |
0.54 |
2. ECONOMIC REVIEW:
The Indian economy has been fairly resilient in the last year despite pandemic related
challenges, however few headwinds could impact economic recovery in FY 2022-23. Global
disruptions, shortages and escalating prices of commodities as a result of geopolitical
tensions and sanctions have so far persisted which pose a substantial risk of unusually
high inflation.
While the short-term outlook seems challenging given external supply shocks and
geopolitical tension, we do believe the government is doing the right things to ensure a
sustainable growth path for the country and the operational momentum of your company is
likely to be sustained by its healthy Balance Sheet and robust project Pipeline. Your
company will focus on opportunistic growth in the current environment to create a healthy
project pipeline.
3. OPERATIONAL AND FINANCIAL PERFORMANCE HIGHLIGHTS:
During the year under review, the turnover of the company has increased to Rs.4024.05
Lakhs as compared to previous year turnover of Rs. 3,601.92 Lakhs, the profits has
increased to Rs.134.89 Lakhs as compared to previous year Profit of Rs. 29.98 Lakhs, The
Earning per Share (‘EPS) for the year is Rs. 0.29 as compared to Rs. 0.54 in the
previous year.
4. CHANGE IN NATURE OF BUSINESS:
During the year, there was no change in the nature of business of the Company.
5. CORPORATE GOVERNANCE
Your Company is committed towards maintaining high standards of Governance. The Report
on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulation, 2015 ("Listing Regulations"),
shareholders information together with a Corporate Governance Compliance Certificate from
M/s GASM DANSR AND CO, Statutory Auditor of the Company confirming compliance, forms an
integral part of this Report which is annexed herewith as
"Annexure (A)".
6. BOARD EVALUATION
Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, a
formal evaluation was carried out by the Board of its own performance and that of its
committees and individual directors.
During the year under review, one meeting of the Independent directors was held wherein
the performance of non- independent directors and the Board as whole were reviewed. The
performance evaluation of committees and Independent Directors was carried out by entire
Board excluding the director being evaluated. The Independent Directors also assessed the
quality, quantity and timeliness of flow of information between the Company management and
the Board that is necessary for the Directors to effectively and necessarily perform their
duties.
The final evaluation was thereafter deliberated and assessed taking into account inputs
from the Board about evaluation of independent directors and various committees of the
Board and suggesting action plan for improving Board performance and plan for next Board,
its Committee(s) and individual directors evaluation.
7. INDEPENDENT DIRECTORS
Definition of ‘Independent Director is referred in Section 149 (6) of the Act and
Regulation 16 (1) (b) of the Listing Regulations. Based on the confirmation/disclosures
received from the Directors and on evaluation of the relationships disclosed, the
following Directors are Independent:
- Mr. Sampat Raj Singhvi
- Mr. Pushpala Motiram Manjith - Mr. Maithri Jayakkar
8. NOMINATION & REMUNERATION POLICY
Your Company has a Nomination & Remuneration policy for selection and appointment
of Directors, Senior Management and fixing their remuneration, including criteria for
determining qualifications, positive attributes, independence of a Director and other
matters provided under Section 178 (4) of the Act. The said policy and the composition of
the Nomination and Remuneration Committee have been stated in the Corporate Governance
Report.
9. SHARE CAPITAL:
During the year under review the Board of Directors of the Company has not issued any
shares, hence the present Capital
structure of the Company is as follows:
Share Capital |
YEARENDED 31.03.2023 |
YEARENDED 31.03.2022 |
| (a) Authorised share Capital: |
|
|
| 110,000,000 Equity Shares of Rs. 10/-each |
1,100,000,000 |
1,100,000,000 |
| 50,000,000 Preference Shares of Rs. 10 each |
500,000,000 |
500,000,000 |
| (b) Issued Share Capital: |
|
|
| 49,617,900 Equity Shares of Rs. 10/- each |
496,179,000 |
55,131,000 |
(Previous year 5,513,100 Equity Shares of Rs. 10/-each) |
|
|
| 13,400,000 0.01% Non-Convertible Redeemable |
|
|
| Cumulative Preference Shares of Rs. 10 each |
134,000,000 |
455,000,000 |
| (Previous year 45,500,000 0.01% Non-Convertible Redeemable |
|
|
| Cumulative Preference Shares of Rs. 10 each) |
|
|
| (c) Subscribed and Paid up Capital : |
|
|
| 49,617,900 Equity Shares of Rs. 10/- each |
496,179,000 |
55,131,000 |
(Previous year 5,513,100 Equity Shares of Rs. 10/-each) |
|
|
| 13,400,000 0.01% Non-Convertible Redeemable |
|
|
| Cumulative Preference Shares of Rs. 10 each |
|
|
| (Previous year 45,500,000 0.01% Non-Convertible Redeemable |
134,000,000 |
455,000,000 |
| Cumulative Preference Shares of Rs. 10 each) |
|
|
10. DIVIDEND:
No Dividend is recommended for the current financial year due to inadequate profit
earned by the Company.
11. TRANSFER TO RESERVES:
No amount was transferred to reserves during the FY 2022-23.
12. SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES/ HOLDING COMPANIES/ JOINT VENTURES:
Your company does not have any subsidiaries, associate company and joint ventures
during the year under review.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY,
OCCURRING AFTER BALANCE SHEET DATE:
There have been no material changes and commitments, if any, affecting the financial
position of the Company which have occurred between the end of the Financial Year of the
Company to which the Financial Statements relate and the date of the Report.
14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:
There were no Loans, Guarantees and Investments made by the company under the
provisions of Section 186 of the Companies Act, 2013 (the Act) during the year under
review and hence the said provision is not applicable.
15. RELATED PARTY TRANSACTION:
Your Company has in place a Related Party Transactions Policy for the purpose of
identification and monitoring of such transactions. This policy has been approved by the
Board and is available on the Companys website (www.rainbowfoundations.in).
During the year under review, the company has not entered into any contracts and
arrangements as per Section 188 (1) of Companies Act, 2013.
16. DEPOSITS:
Your Company has neither accepted nor renewed any deposit during the year. As such, no
amount of principal and/ or interest is outstanding as on the Balance Sheet date.
17. STATUTORY AUDITORS AND THEIR REPORT:
As per the provisions of Section 139 of the Act, M/s. GASM DANSR and Co, Chartered
Accountants (ICAI Firm Registration No.005986S), were Reappointed as Statutory Auditors of
your Company, to hold office until the conclusion of the 32nd Annual General
Meeting.
As required under Regulation 33 of the Listing Regulations, Statutory Auditors have
confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
There are no qualifications, reservations or adverse remarks made by Statutory Auditors
in their Report.
18. INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s. BKJ &
Co., Chartered Accountant, (Membership No: 243126), Chennai is appointed as the Internal
Auditors of the Company for the period of three financial year (From 2022-23 to 2024 -25).
19. SECRETARIAL AUDIT:
The Board of Directors of the company had appointed ASJ & Associates, Practicing
Company Secretaries represented by Mr. Abishek Jain (Membership No. FCS 10925/CP
15508),having address at 1D, Middle Block, Saptamallika Apt, 188, Poonamllee High Road,
Kilpauk, Chennai-600010 who has conducted the Secretarial Audit of the Company for the
Financial Year 2022-2023.The Secretarial Audit report issued by him is attached to this
report as Annexure "B". As there are no qualifications, reservation or adverse
remark or disclaimer made by the Company secretary in whole time practice in the
secretarial audit report, the need for providing explanation or comments on the same by
the Board of Directors does not arise.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Companys internal control systems are commensurate with the nature of its
business and the size and complexity of its operations. This ensures that all transactions
are authorized, recorded and reported correctly, and assets are safeguarded and protected
against loss from un-authorized use or disposition. In addition, there are operational
controls and fraud risk controls, covering the entire spectrum of internal financial
controls.
21. FRAUD REPORTING:
During the year under review, there were no material or serious instances of fraud
falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made
thereunder, by officers or employees reported by the Statutory Auditors of the Company
during the course of the audit conducted.
22. COST AUDITORS:
Cost Audit is not applicable to the Company. The Central government has not specified
maintenance of cost records for the Company under Sub Section (1) of section 148 of the
Companies Act 2013. Therefore, there is no requirement for appointment of Cost Auditors.
23. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of your Company is duly constituted in accordance with the requirements of
the Companies Act, 2013 read with the Listing Regulations.
24. MEETINGS OF THE BOARD AND ITS COMMITTEES
The details of (a) the meetings of the Board and its Committees held during the year;
and (b) composition and terms of reference of the Committees are detailed in the Corporate
Governance Report.
25. CODE OF CONDUCT
The Board has approved a Code of Business Conduct (Code) which is applicable to the
Members of the Board and insiders. The Code of Business has been posted on the Companys
website (www.rainbowfoundations.in). The Code lays down the standard of conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
A) Conservation of energy, technology absorption:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
B) Foreign Exchange Earnings and Outgo:
During the period under report, your Company had not earned any amount of foreign
exchange nor had incurred expenditure in foreign exchange.
27. PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed
herewith as "Annexure (C1)".
A statement containing the names of top ten employees in terms of remuneration drawn
and the name of every employee employed throughout the Financial Year was in receipt of
remuneration of Rs.102 lakhs or more, or if employed for part of the year and in receipt
of Rs.8.50 lakhs or more per month, pursuant to Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as
"Annexure (C2)".
28. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
29. ANNUAL RETURN:
In accordance with the Companies Act, 2013, the annual return in the prescribed format
is available at (www.rainbowfoundations.in.)
30. RISK MANAGEMENT POLICY:
Your Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.
31. VIGIL MECHANISM POLICY:
The Company has established a vigil mechanism / whistle blower policy for Directors and
employees to report their concerns, which is reviewed and updated from time to time. The
said policy is available on the Companys website (www.rainbowfoundations.in.)
32. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is applicable to your Company.
Your Company has in place an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013.
During the year under review, the Company has not received any complaints from the
employees with regard to Sexual Harassment.
33. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the year under review, as stipulated
under Schedule V of the Listing Regulations, is forming part of this Annual Report as Annexure
D
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS,
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the period under review, there are no significant or material orders were passed
by the Regulators, Courts, and Tribunals which affects the Companys going concern status
or operations.
35. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information and
explanations obtained by us, your Directors make the following statements in terms of
Section 134(3) (c) of the Companies Act, 2013:
(a) in the preparation of the annual Financial Statements for the year ended March
31,2023, the applicable accounting standards has been followed along with proper
explanation relating to material departures;
(b) your 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 March 31, 2023 and of the profit of the company for the period ended March
31, 2023;
(c) the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Annual Financial Statements have been prepared on a going concern basis;
and
(e) the directors had devised proper internal systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
(f) that proper systems to ensure compliance with the provisions of all applicable
laws were in place and that such systems were adequate and operating effectively.
36. ACKNOWLEDGEMENTS:
Your Directors wish to place on the record their deep sense of appreciation to the
devoted services, unstinted support and excellent service rendered by all the customers,
Professional colleagues and bankers.
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