Rajeswari Infrastructure Ltd Directors Report

Dear Members,

Presentation on the 30 th Annual Report highlighting the business and operations of the Company on a standalone basis and the audited financial statements for the financial year ended 31 st March, 2023. Pursuant to the Order dated 10 th May, 2023 of the Honble National Company Law Tribunal, Chennai (NCLT Order), Corporate Insolvency Resolution Process (CIRP) has been initiated against the Company in accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, (Code) and related rules and regulations issued there under Mr. Sanjay Mehra has been appointed as Interim Resolution Professional (IRP) & Resolution Professional (RP) in terms of the NCLT Order.

The powers of Board of Directors of the Company stand suspended effective from the CIRP commencement date and such powers along with the management of affairs of the Company are vested with the IRP in accordance with the provisions of Section 17 and 23 of the Insolvency Code read with Regulation 15(2A) & (2B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial highlights:

The Financial highlights of the Company, on standalone basis, for the financial year ended March 31, 2023 is summarized below

(Amount in Lakhs)

Particulars	2021-2022	2022-2023
Gross turnover	206.30	109.87
Other Income	61.86	25.56
Profit/(Loss) before Depreciation, Finance Cost,	231.86	171.73
Exceptional Items and Tax
Less: Depreciation	14.14	13.00
Less: Finance costs	10.53	0.01
Profit/(Loss) before tax and Exceptional Items	(47.67)	(8291886)
Less: Exceptional Items	-	-
Profit/(Loss) before tax	(476757)	(82.92)
Less: Tax expense current tax	-	-
Tax Earlier Year
Deferred tax	3.98	3.57
Profit/(Loss) after tax	(8.75)	(86.49)
Profit/(Loss) for the Year	(8.75)	(86.49)
Earning per equity share:
Basic	(0.16)	(1.56)
Dilluted	(0.16)	(1.56)

1. Financial performance :

The Company has Gross Sales of Rs. 109.87 lakhs and made a loss of Rs 8.75 lakhs during the year ending on 31 st March 2023.

2. Transfer to Reserves :

The Company has not transferred any amount to the general reserve during the current financial year.

3. Dividend:

No dividend is recommended for the financial year ended 31st March 2023.

4. Reserves :

No amounts proposed by to the board to transfer to any reserve during the year.

5. Public deposits:

Your Company has not accepted any deposits and as such, no amount of principal or interest Was outstanding on the date of the Balance Sheet.

6. Board Diversity:

No data available with RP, the company is under CIRP.

7. Corporate Insolvency Resolution Process (CIRP ):

A petition for initiation of Corporate Insolvency Resolution Process under Section 9 of the Insolvency and Bankruptcy Code, 2016 filed by Intellect Capital(Financial Creditor) has been admitted against the Company vide Honorable National Company Law Tribunal, Chennai bench order dated 10/05/2023 and Mr. Sanjay Mehra been appointed as IRP/RP by NCLT, Chennai Bench under Section 13(1) (c) of the Insolvency and Bankruptcy Code, 2016. As a part of CIRP, financial and operational creditors were called upon to submit their claims to the IRP on or before 24 th May, 2023 being the last date of submission.

8. Material changes and commitments,: if any ,

A petition for initiation of Corporate Insolvency Resolution Process under Section 9 of the Insolvency and Bankruptcy Code, 2016 has been admitted against the Company vide Honble National Company Law Tribunal (NCLT) Chennai vide its order dated 10.05.2023 (order received on 15.05.2023 by IRP).

9. Subsidiaries, associates and joint ventures/wholly-owned subsidiaries:

The company has not any subsidiaries and joint ventures/ wholly-owned subsidiaries. Internal Financial Control (IFC) systems and their adequacy: As per the provisions of the Companies Act, 2013.

10. Statutory Auditors and Auditors Report:

At the 29th Annual General Meeting (AGM) of the Company held on September 29, 2022, The Board recommended for their re-appointment for a period of 5 years, the members of the Company had re-appointed M/s. N. Sankaran & Co, (Firm Reg No.0035908), Chartered Accountants to hold office as Statutory Auditors for a period of 5 consecutive years till the conclusion of AGM to be held in the year 2027.

11. Reporting of Fraud:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under, either to the Company or to the Central Government.

12. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the RP has appointed Sulabh Jain and Associates to undertake the Secretarial Audit of the Company. The Secretarial Audit Reports for the financial year 2022-23 of the Company is annexed with this report. There were certain qualifications, observations, reservation or comments or other remarks in the Secretarial Audit Reports.

13. Board Evaluation

No data available with RP, the company is under CIRP.

14. Directors and Key Managerial Personnel :

Ms Pratiksha Lalwani is appointed as Compliance Officer of the Company with effect from 01/08/2022 and she has resigned with effect from 29 May, 2023. Apart from above, No data available with RP, the company is under CIRP.

15. Resolution Professionals Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, Resolution Professional make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013 that: a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The Directors 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 at the end of the financial year and of the profit and loss of the company for that period; c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts on a going concern basis; and e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

25. Corporate Social Responsibility (CSR )

Corporate social responsibility provisions are not applicable to your company as your Company did not qualify the rules provided in Section 135 of the Companies Act 2013. f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

16. Secretarial Standards:

Since Mr. Sanjay Mehra has not received any secretarial records including but not limited to minutes of all type of meetings, attendance sheet etc. Accordingly we are not able to comment on it

17. Code Of Conduct For the Prevention Of Insider Trading No data available with RP, the company is under CIRP.

18. Meetings of Board of Directors:

As per data procured from the BSE website by RP the Company has convened 08 (Eight)meetings of the Board of Directors on 22.04.2022, 27.05.2022, 01.08.2022, 12.08.2022, 08.09.2022, 11.11.2022, 05.12.2022 and 13.02.2023 during the financial year,

Apart from above, other information in relation to attendance registers etc. arent available with RP.

19. Committees of the Board of Directors :

For the Financial Year 2022-23, No data available with RP, the company is under CIRP.

20. Contracts and arrangements with related parties:

There are no contracts and arrangements with related parties during the year under review.

21. Management Discussion and Analysis Report:

NA as the company under CIRP.

22. Related Party Transactions

No data available with RP, the company is under CIRP.

23. Vigil Mechanism

No data available with RP, the company is under CIRP.

24. Particulars of loans given, investments made, guarantees given and securities provided:

No data available with RP, the company is under CIRP.

25. Corporate Social Responsibility (CSR )

Corporate social responsibility provisions are not applicable to your company as your Company did not qualify the rules provided in Section 135 of the Companies Act 2013.

26. Corporate Governance:

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46 (2) (b) to (i) & para c, d & e of Schedule V are not applicable to the Company as paid-up share capital doesnt exceed Rs. 10 Crore and Net Worth doesnt exceed Rs. 25 Crore, as on the CIRP commencement date.

27. Information as per section 134(3) (m) of the companies act, 2013 read with rule 8 ofthe companies (accounts) rules, 2014 conservation of energy technology absorption and foreign exchange earnings and outgo:

The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorption is appended hereto and forms a part of this Report as Annexure- I.

Foreign Exchange Earning and Outgo

Particulars	Current Year	Previous Year
Total foreign exchange earned	NIL	NIL
Total foreign exchange	NIL	NIL
used

28. Internal Auditor for the financial Year 2022-2023

No data available with RP, the company is under CIRP.

29. Particulars of employees:

No data available with RP, the company is under CIRP.

30. Significant and Material Orders impacting going concern basis passed by the regulators or courts or tribunals: A petition for initiation of Corporate Insolvency Resolution Process filed by an operational creditor, and the same has been admitted against the Company vide NCLT, Ahmadabad bench order dated 10 th May 2023 and Mr. Sanjay Mehra has been appointed as Interim Resolution Professional/Resolution Professional by NCLT, Chennai Bench.

31. Development And Implementation Of A Risk Management Policy

No data available with RP, the company is under CIRP.

32. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition , and Redressal) Act, 2013: Not applicable as there is no employee in the company during the year