Rajkot Investment Trust Ltd Directors Report.

To,

THE MEMBERS of, Rajkot Investment Trust Limited

Your Directors have the pleasure of presenting their 37th Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2019.

I. FINANCIAL PERFORMANCE:-

During the period under review your Company has made a loss of Rs. 3.35 Lacs your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

THE DETAILS OF THE FINANCIAL RESULTS ARE AS UNDER:

(Amount In Lacs.)
Financial Particular Year ending on 31st March, 2019 Year ending on 31st March, 2018
Total Income (Net) 40.08 51.77
Total Expenditure 41.09 46.97
Gross Profit/(Loss) (1.01) 4.8
Less:
Depreciation 0.04 0.30
Extra Ordinary Items 0 0
Tax Expense 2.34 3.75
Profit/(Loss) After Tax for the year (3.35) 1.06

II. DIVIDEND:

To conserve the resources for the future requirement of the company, your directors have not recommended any dividend for the year 2018-19.

III. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

In terms of Section 124 and any other applicable provisions of Companies Act, 2013, Rs 6,750/- being Unclaimed and Unpaid Dividend relating to the financial year 2009-10 is due for remittance to the Investor Education and Protection Fund established by Central Government and the same is yet to be transferred to the said fund due to inadvertent error, Company is already under process to comply with the provision.

IV. TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to reserves.

V. PUBLIC DEPOSITS :

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

VI. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD – 2:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

VII. CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

VIII. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE 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 statements relate on the date of this report.

IX. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

X. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

XI. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

XII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided is not applicable to the company.

XIII. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013.

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.

XIV. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report as Annexure- A.

XV. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

As the Company is not engaged in any production activity, no steps towards conservation energy or technology absorption ate taken by the Company and hence no particulars as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are furnished by the Board

B. FOREIGN EXCHANGE EARNING & OUTGO :

Foreign Exchange Earning: NIL Foreign Exchange Outgo: NIL

XVI. KEY MANAGERIAL PERSONNEL:

During the year under review Ms. Soniya Shrisvastav was appointed as Company Secretary and Compliance Officer of the company with effect from 26.10.2018 in the board meeting held on 26th October, 2018 and Ms. Soniya Shrisvastav resigned from the post of Company Secretary and Compliance Officer of the company w.e.f 23rd July, 2019. Mr. Abhishek Verma was appointed as Chief Financial Officer w.e.f 13th June, 2019.

XVII. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. COMPOSITION OF BOARD:

Name of Directors Designation Category No. of Board Meeting held No. of Board Meeting attended
Mr. Rupesh jain Chairman & Managing Director Non-Promoter Executive 7 7
Mr. Manish Sharma Director Independent 7 7
Mr. Manish Saxena* Director Independent 7 7
Ms. Mayanka Verma Director Non-Independent Non- Executive 7 7
Mr. Girish Rehnani Director Professional Non- Executive 7 7
Mr. Saket Sharma# Additional Director Independent 0 0

*Mr. Manish Saxena has resigned from the company w.e.f 31/08/2019.

#Mr. Saket Sharma has been appointed as an Additional Director w.e.f 29/08/2019.

ii. APPOINTMENT:

During the year under review, no director has been appointed, removed or resigned from the Board of Directors of the Company. Mr. Saket Sharma (DIN:08549666) has been appointed as an additional director of the company under the category of Independent Director as on allotment of DIN 29th August, 2019 subject to shareholders approval. Mr. Manish Saxena (DIN:03256704) has given resignation from the designation of Independent Director w.e.f 31st August,2019.

iii. RETIREMENT BY ROTATION

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Ms. Mayanka Verma (DIN: 06962743) being liable to retire by rotation, shall retire at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iv. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

v. DECLARATION OF INDEPENDENCE:

Mr. Manish Saxena (DIN: 03256704) has resigned from the post of independent director w.e.f 31st August, 2019 and Mr. Saket Sharma (DIN: 08549666) has been appointed as an additional director under the category of Independent Director as on allotment of DIN 29th August, 2019 subject to shareholders approval.

Mr. Manish Sharma (DIN: 02921783) and Mr. Saket Sharma (DIN: 08549666) are the existing Independent Directors the Company and the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

vi. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses.

During the year under review, the Board duly met seven (7) times on 30/05/2018, 14/08/2018, 26/10/2018, 14/11/2018, 14/02/2019, 22/03/2019 and 28/03/2019 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

Vii. MEETINGS OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year under review, on 14th November, 2018. The Meetings were conducted in an informal manner without the presence of the Wholetime Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

XVIII. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:—

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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 or loss of the Company for the year under review.

iii. The directors had 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.

iv. The directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

XIX. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby discloses the composition of the Audit Committee and other relevant matters as under:

Name Of Director Category of Directorship Designation Number of meeting held Number of meeting attended
Mr. Manish Sharma Independent Non Executive Chairman 4 4
Mr.Manish Saxena* Independent Non Executive Member 4 4
Mr. Rupesh Jain Executive Director Member 4 4
Mr. Saket Sharma** Independent Non Executive Member 4 0

* Mr. Manish Saxena has resigned w.e.f 31st August, 2019

** Mr. Saket Sharma has been appointed as an additional director under the category of Independent Director as on allotment of DIN 29th August, 2019 subject to shareholders approval.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

Four meetings of the Audit Committee were held during the year viz. on 30/05/2018, 14/08/2018, 14/11/2018, and 14/02/2019.

[B] NOMINATION AND REMUNERATION COMMITTEE:

Name Of Director Category of Directorship Remarks Number of meeting held Number of meeting attended
Mr. Manish Sharma Independent Non Executive Chairman 2 2
Ms. Mayanka Verma Non-Independent Non Executive Member 2 2
Mr. Manish Saxena* Independent Non Executive Member 2 2
Mr. Saket Sharma** Independent Non Executive Member 2 0

* Mr. Manish Saxena has resigned w.e.f 31st August, 2019

** Mr. Saket Sharma has been appointed as an additional director under the category of Independent Director as on allotment of DIN 29th August, 2019 subject to shareholders approval.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The said policy is furnished in "Annexure B" and is attached to this report.

During the financial year ended on 31st March 2019, the Nomination and Remuneration Committee met two times on 26th October, 2018 and 22nd March, 2019.

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

Name Of Director Category of Directorship Designation
Mr. Rupesh Jain* Managing Director Chairman
Mr. Manish Sharma Independent Non Executive Member
Mr. Saket Sharma** Independent Non Executive Chairman

* Ceased to be Chairperson & Member of committee w.e.f 31.08.2019.

**Inducted to be chairperson & Member of the Committee w.e.f 31.08.2019.

During the financial year ended on 31st March 2019, the Stakeholders Relationship Committee met one time on 26th October, 2018.

Details of Investors grievances/ Complaints:

All investor complaints received during the year were resolved. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2019 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2019.

Compliance Officer:

The Compliance officer of the Company is Mr. Rupesh Jain, Managing Director of the Company.

XX. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

The said policy is also available on the website of the Company at www.ritl.co.in

XXI. AUDITORS :

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the current auditors of the Company, M/s Kaushal & Agrawal, Chartered Accountants (Firm Registration No. 008846C) were appointed for a term of five consecutive years by the shareholders at the 32nd Annual General Meeting and they hold office until the conclusion of the 37th Annual General Meeting. The term of appointment of the Statutory Auditors expires at the conclusion of this Annual General Meeting.

The members are now requested to appoint M/s Kaushal & Agrawal, Chartered Accountants (Firm Registration No. 008846C) as Statutory Auditors of the Company for a further term of 5 (Five) years to hold office from the conclusion of this meeting until the conclusion of the 42nd Annual General Meeting of the Company, and to fix their remuneration. There are no qualifications, reservations or adverse remarks made by M/s Kaushal & Agrawal, Chartered Accountants, the Statutory Auditors of the Company, in their report.

However, in accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

B. Cost Auditors

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company

C. Secretarial Auditors

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Nisarg Sharma & Associates had been appointed to issue Secretarial Audit Report for the period ended on 31st March 2019. The appointment has been made till the Financial Year 2020-21.

Secretarial Audit Report issued by M/s. Nisarg Sharma & Associates, Practicing Company Secretary, and Company Secretaries in Form-MR-3, attached and marked as Annexure "C", for the period under review forms part of this report. The said report contains certain observation or qualifications which are as under

Qualification Explanation
(a) The company failed to appoint a whole time Company Secretary and Chief financial officer within a period of 6 months under the provision of Section 203 of the Companies Act, 2013. However the Company has appointed Ms. Soniya Shrisvastav as a Company secretary w.e.f. 26th October, 2018 and Mr. Abhishek Verma as Chief Financial Officer w.e.f 13th June, 2019. The Board of Directors of your company would like to explain on the said observation relating to appointment of Company Secretary that the Board of your company was unable to find suitable candidate for such post and on finding such person the Company appointed Ms. Soniya Shrisvastav as a Company secretary w.e.f. 26th October, 2018.
(b) The Company failed to appoint a whole time Company Secretary as Compliance Officer, in terms of Regulations 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, However the Company has appointed Ms. Soniya Shrisvastav as a Company secretary and compliance officer w.e.f 26th October, 2018. As explained herein above that due to non Appointment of full time Company Secretary, the Company could not appoint Company Secretary as Compliance officer . However, Ms. Soniya Shrisvastav has been appointed as a Company secretary and compliance officer w.e.f 26th October, 2018.
(c) Non-compliance of regulations under Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 regarding filing of Outcome of Board Meeting within 30 minutes of the closure of the meeting to the exchange. Due to inadvertence the Company failed to file the outcome of the board of directors meeting held on 26.10.2018 within the stipulated time limit of 30 minutes as per regulations 30 under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. However company had filed the same with mere delay of one hour.
(d) Non-compliance of regulation 47 of (Listing Obligations and Disclosure Requirements) Regulations, 2015, i.e. Advertisements in Newspapers. The Board of Directors of the Company would like to inform you that due to inadvertent, the company fails to publish advertisements in newspaper as per Regulation 47 of SEBI (LODR) Regulation,2015.
(e) Non-Compliance of the regulation 46(1)and 46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which stipulates that a listed entity shall maintain a functional website containing the basis information about listed entity, however the Company does not maintain its website. The Board of Directors of the Company would like to inform you that due to inadvertent error, the Company failed to renew its website therefore the website was temporary non-functional and the Company has renewed its domain name and updated it .
(f) The Company has not transferred unpaid & unclaimed dividend and Shares to Investor Education and Protection fund which is required to be transferred under section 124 (5) & 124 (6)of the Companies Act, 2013, The Board has noted the fact of non-compliance of Section 124 during the Financial Year 2018-19. Your Company like to clarify that due to inadvertent error, the Company failed to comply with applicable provisions of the said section and to rectify the error the Company has initiated the process to transfer the unclaimed dividend and shares to IEPF (Investor Education and Protection Fund).

XXII. CORPORATE GOVERNANCE:

As per the provisions of SEBI (Listing Obligations and Disclosures requirement) Regulation, 2015, the annual report of the listed entity shall contain Corporate Governance Report and it is also further provided that if the Company is not having the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores, the said provisions are not applicable. As our Company does not have the paid up share capital exceeding Rs. 10 crores and Net worth exceeding Rs. 25 crores , the Corporate Governance Report is not applicable and therefore not provided by the Board.

XXIII. MANAGEMENT DISCUSSION AND ANALYSIS:

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an annexure to this report.

XXIV. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Companys existence are very minimal.

XXV. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

XXVI. FINANCIAL CALENDAR FOR FINANCIAL YEAR 2018-19:

The Company expects to announce the unaudited/audited quarterly results for the year 2018-19 as per the following schedule: First quarter: 2nd week of August, 2019 Half-yearly results: 2nd week of November, 2019

Third quarter: 2nd Week of February, 2020 Yearly Results: By end of May, 2020

XXVII. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure "D" and is attached to this Report.

XXVIII. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Registered Office By order of Board of Directors
16, Second Floor, Kalyan Building,, For, Rajkot Investment Trust Limited Kuvadva
Road, sd/-
Rajkot – 360 003, Gujarat Rupesh Jain
Date: 31/08/2019 Chairman cum Managing Director
Place: Rajkot (DIN: 06836912)