Rajdarshan Industries Ltd Directors Report.

To

The Members

The Directors are pleased to present their 39h Annual Report on the business and operations of the Company together with the Audited Accounts for the financial year ended March 31, 2020.

1. Financial Highlights-Standalone & Consolidated

Standalone Consolidated
Particulars March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
Revenue from Operations 89.47 204.55 89.47 204.55
Earnings before Interest, Taxes and Depreciation & Amortization (780.64) 85.84 (780.67) 86.65
Less: Finance Cost 0.03 0.04 0.03 0.04
Less: Depreciation & Amortization 2.67 5.87 2.67 5.87
Profit before Tax (783.35) 79.93 (783.35) 80.74
Less: Tax Expenses (201.45) 22.05 (201.45) 22.05
Profit for the period from continuing Operations (581.90) 57.88 (581.90) 58.69
- - - -
Tax Expenses of discontinued Operations - - - -
Profit/Loss from discontinued operations after tax - - - -
Total Profit for the period (581.90) 57.88 (581.82) 58.69
Other Comprehensive income(net of tax) (175.14) 10.62 (175.14) 10.62
Total Comprehensive income (757.05) 68.50 (756.96) 69.31
Earnings Per Share (24.36) 2.20 (24.35) 2.23

2. Performance

During the Financial year 2019-2020 at Standalone level revenue from operations stood at Rs. 89.47 Lakhs against Rs. 204.55 Lakhs in the previous year – a decline of 56.26% The Operating Loss before tax stood at Rs. (783.35) Lakhs against profit of Rs. 79.93 Lakhs reported in the previous year. Loss after Tax for the current year is Rs. (581.90) Lakhs against Profit of Rs.57.88 Lakhs in the previous year.

The consolidated revenue from operations stood at Rs. 89.47 Lakhs against Rs. 204.55 Lakhs in the previous year – a decline of 56.26%. The Operating Loss before tax stood at Rs. (783.35) Lakhs against profit of Rs. 80.74 Lakhs reported in the previous year. Loss after Tax for the current year is Rs. (581.90) Lakhs against Profit of Rs.57.88 Lakhs in the previous year.

3. Share Capital

There was no change in the share capital of the Company during the financial year 2019-20.

4. Dividend and Reserves

Company has not recommended any dividend during the year under review, nor transferred any amount to General Reserve.

5. Change in the Nature of Business

There was no change in nature of business of the company during the year under review.

6. Finance

During the year the Company has not availed loan from Banks and other financial institutions.

7. Management Discussion and Analysis Report

The Management Discussion and Analysis forms an integral part of this Report and covers, amongst other matters, the performance of the Company during the financial year under review as well as the future prospects.

8. Subsidiaries, Associates and Joint Venture Companies

The Company has only one Associate viz. Rupal Holdings Private Limited incorporated on October 18, 2007.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of associate is given in Form AOC-1 which forms an integral part of this Report.

The Company has no joint venture & subsidiary during the financial year 2019-20.

9. Directors Responsibility Statement

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2020, applicable accounting standards have been followed and there are no material departures from the same;

b) they had 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 as at March 31, 2020 and of the Profit of the Company for the financial year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a "going concern" basis;

e) proper internal financial controls laid down by the directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

10. Corporate Governance Report and Certificate

In compliance with Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company, forms an integral part of this Report.

11. Meetings of the Board

During the year under review the Board of Directors met 4(Four) times. The Details of the meetings of the Board of Directors of the company convened during the financial year 2019-20 are given in Corporate Governance report which forms part of the annual Report.

12. Board Evaluation

Pursuant to the provisions of companies Act, 2013 and SEBI Listing Regulations, the Board has carried out annual performance evaluation of its own performance, its Committees and the Directors including Chairman.

The evaluation manner has been explained in the Corporate Governance Report.

13. Directors and Key Managerial Personnel

? In accordance with the provisions of section 152 of the Companies Act, 2013 and the Companys Articles of Association, Mrs. Aruna Doshi, (DIN: 00949220) Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends her re-appointment.

? All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

? In the 38th Annual General Meeting of the Company held on Monday, September 30, 2019, the shareholders appointed Ms. Surabhi Yadav (DIN : 06572436), as Independent Directors of the Company, for the second term of 5 (five) consecutive years; starting from March 01, 2020.

? Pursuant to the provisions of section 2(51) and 203 of the Act, the key managerial personnel of the Company are as under:

S.No. Name Designation
1. Mr. Devendra Sharma CEO & Managing Director
2. Mrs. Aruna Doshi Whole Time Director
3. Mr. K. M. Murdia Chief Financial Officer
4. Ms. Kalp Shri Vaya Company Secretary

14. Internal Financial Control and its Adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The audit committee of the Board of Directors and the internal auditors reviews the adequacy and effectiveness of the internal control system and suggest the improvements to strengthen the same. During the period under review, such controls were tested and no reportable weakness in their working has been discovered.

15. Auditor and Auditors Report

(a) Statutory Auditors:

The Members of the Company in the 36th Annual General Meeting approved the appointment of M/s. Nyati and Associates, Chartered Accountants (Firm Registration No. 002327C), as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 36th Annual General Meeting till the conclusion of 41st Annual General Meeting of the Company.

The Report given by Statutory Auditors on the financial statement of the Company for the year 2019-2020 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

(b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged the services of Mr. Ronak Jhuthawat, (COP No. 12094), Company Secretary in Practice, Udaipur to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2020.

The Report given by the Secretarial Auditor forms integral part of this Report and does not contain any qualification, reservation or adverse remark.

(c) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with relevant applicable rules your company was required to appoint an Internal Auditor. Further, the Board of Directors at its meeting held on November 13, 2019 has appointed Ms. Barkha Hemnani,(COP: 430440)Chartered Accountants as Internal Auditor of the Company.

16. Extract of the Annual Return

Pursuant to the provisions of Section 134 (3) (a) and 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration), Rules, 2014, the Extract of Annual Return of the Company in Form MGT-9 has been placed on the website of the Company. .

Weblink:http://www.rajdarshanindustrieslimited.com/documents/SHO Extract_of_Annual_Return_2019_20.pdf

17. Particulars of Contracts, Arrangements or Transactions with Related Parties

The contracts or arrangements entered into by and between the Company with Related Parties are on arms length basis and in the ordinary course of business.

Pursuant to Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties are provided in Form AOC-2 which forms an integral part of report on corporate governance.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website.

18. Particulars of Employees

Details as required under the provisions of section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended which form part of the Directors Report will be made available to any shareholder on request as per provisions of section 136(1) of the said Act.

Further, the Company has no person in its employment drawing remuneration in excess of limits as defined under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

19. Deposits

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modifications(s) or re-enactment(s) thereof for the time being in force.

20. Particulars of Loans, Guarantees And Investment

The particulars of loans, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statement.

21. Risk Management

Your Company continuously monitors business and operational risk through business processes, and reviewing areas such as production, finance, legal and other issues. There is no identification of risks which may threaten the existence of the Company.

22. Whistle Blower Policy and Vigil Mechanism

The Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company. The mechanism under the Policy has been appropriately communicated within the organization. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee

23. Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) act, 2013

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment/ Anti Sexual Harassment policy at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, if any.

During the year under review, no complaints were received by the Company related to sexual harassment.

The Company has not constituted the Internal Complaint Committee as the said provisions are not applicable to company.

24. Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

25. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

26. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014

A. Conservation of Energy and Technology Absorption, Adaption and Innovation

The Company has no particulars to furnish under the above head since it has not carried any manufacturing activity during the year under review.

B Foreign Exchange Earning & Outgo and Export Activities

Particulars 2019-20 2018-19
Foreign Exchange Earning - NIL
Foreign Exchange Outgo - 3.06

27. Acknowledgement

Your Directors express their sincere thanks to the Bankers, Financial Institutions, Customers, Government Departments and Suppliers for their continued co-operation. The directors also place on record their deep appreciation for the valuable contribution of employees at all levels.

Your Directors also thanks the shareholders and other stakeholders for their continued support and patronage during the year under review.

By order of the Board
For Rajdarshan Industries Ltd.
Prakash Kumar Verdia
Chairman
Udaipur,28th November, 2020 DIN: 02429305