To,
The Members Of,
Rajkot Investment Trust Limited
Your directors are presenting their 41stAnnual Report on the business
and operations of the Company and the accounts for the financial year ended 31stMarch,
2023.
I. FINANCIAL PERFORMANCE: -
During the period under review your Company has earned total revenue of Rs. 20.93
(Amount in Thousand). in comparison to Rs. 53.87 (Amount in Thousand) of previous year.
There is a notable decrease in revenue of the company. However, the directors of the
company are confident and optimistic of achieving upward growth and achieving much better
results in the coming years.
FINANCIAL PERFORMANCE:
Amount in Thousand
Financial Particular |
Year ending on 31st March, 2023 |
Year ending on 31st March, 2022 |
Revenue from operations |
20.93 |
53.87 |
Other income |
2.85 |
- |
Less: Total Expenditure) |
18.65 |
49.14 |
Profit/ (loss) before Taxation |
5.13 |
4.73 |
Less: Current tax |
1.37 |
6.62 |
Less: Prior year Tax Provisions |
1.92 |
- |
Less:Deferred Tax Liability |
(0.09) |
0.01 |
Profit/(Loss) After Tax for the year |
1.92 |
(1.89) |
Add: Balance Brought Forward |
- |
- |
Profit available for appropriation |
1.92 |
(1.89) |
Less: Appropriation: |
- |
- |
Transfer to Special Reserve u/s. 451 of RBI Act. |
0.38 |
- |
Transfer to General Reserve |
- |
- |
Interim Dividend |
- |
- |
Tax on Interim Dividend |
- |
- |
Proposed Dividend |
- |
- |
Provision for Tax on Proposed Dividend |
- |
- |
Less: Additional depreciation charged due to change in useful life |
- |
- |
Balance carried forward to Balance Sheet |
1.92 |
(1.89) |
II. DIVIDEND:
During the year the company has earned profit of Rs. 1.92(In thousands) but due to
insufficient profit, Board decided reinvest that in the business therefore Board of
directors have not recommended any dividend for the year ended on 31st March,
2023.
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
The Company is registered with Reserve bank of India (RBI) as Non-Banking Financial
Company and there is no change in the nature of the business of the Company.
VIII. CHANGE IN REGISTERED OFFICE OF THE COMPANY
During the year, the Board of Directors of the company decided to Shift the Registered
Office within the local limits of the city from 229, Star Chambers, Harihar Chowk,
Rajkot-360001, Gujarat to 526, Star Chambers, Harihar Chowk, Rajkot-360001, Gujarat w.e.f.
06.10.2022
IX. 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 ends of the financial year to which this financial statement relate
on the date of this report.
X. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
XI. 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.
XII. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
All employees (permanent, contractual, temporary and trainees) are covered under this
policy. The Company has also complied with the provisions related to constitution of
Internal Complaints Committee (ICC) under the said Act to redress complaints received
regarding sexual harassment. The Company received no complaints pertaining to sexual
harassment during FY 2022-23.
XIII. 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.
XIV. 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.
XV. 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.
XVI. 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.
XVII. 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
XVIII. KEY MANAGERIAL PERSONNEL:
a) Ms. Mosamben Keyur Mehta - Managing Director (w.e.f. 13/01/2023)
b) Mrs. Surabhi Mahnot - Company Secretary and Compliance Officer (w.e.f.25thApril,
2022)
c) Mr. Parth Ketanbhai Patel - Chief Financial Officer (w.e.f. 14th November
2022)
XIX. 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 |
Mrs. Renu Maninder Singh1 |
Director |
Non-Executive Independent |
8 |
5 |
Mr. Shrikrishna Baburam Pandey2 |
Director |
Non-Executive |
8 |
8 |
Ms. Mosamben Keyur Mehta3 |
Director |
Managing Director |
8 |
4 |
Mr.
HemantkumarNaginbhai
Patel4 |
Director |
Independent |
8 |
2 |
Ms. Mayanka Verma5 |
Director |
Non-Independent Non- Executive |
8 |
3 |
Mr. Manish Sharma6 |
Director |
Independent |
8 |
4 |
Mr. Girish Rehani7 |
Director |
Professional NonExecutive |
8 |
6 |
Mr. Saket Sharma8 |
Director |
Independent |
8 |
6 |
INDUCTIONS:
1. Mr. Renu Maninder Singh has been appointed as additional Director under the category
of NonExecutive Independent Director of the Company with effect from 22/08/2022 and her
appointment was approved by the shareholders in the Annual General Meeting of the company
held on 29/09/2022 and was appointed as Independent Director of the company for period of
5 years w.e.f22/08/2022.
2. The category of Mr. Shrikrishna Baburam Pandey has been changed from Executive
Director of the company to Non-executive Director of the Company.w.e.f 13/01/2023.
3. Ms. Mosamben Keyur Mehta has been appointed as Additional Director w.e.f. 06/10/2022
and redesignated as Managing Director of the Company with effect from 13/01/2023.Ms.
Mosamben Keyur Mehta has been regularized as Managing Director in the Extra ordinary
general meeting held on 13/02/2023.
4. Mr. Hemant Kumar Naginbhai Patel has been appointed as an Additional Director under
the Category of Independent Director of the Company with effect from 13/01/2023 and get
regularized as Independent Director of the company by the shareholders in the EGM held on
13/02/2023 in the Company.
CESSATIONS:
5. Ms. Mayanka Verma Resigned from position of Non-Executive Director of the company
with effect from 20/08/2022.
6. Mr. Manish Sharma ceased to be director of the company with effect from 01/10/2022.
7. Mr. Girish Rehani resigned from position of Director of the company with effect from
13/01/2023.
8. Mr. Saket Sharma resigned from the position of Independent Director of the company
with effect from 13/01/2023.
ii. 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, Mr. Shrikrishna B. Pandey (DIN:07035767) 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.
iii. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD
Pursuant to provisions of the Companies Act and the Listing Regulations, 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.
iv. DECLARATION OF INDEPENDENCE:
Mr. Renu Manendra Singh (DIN: 00860777) with effect from 22/08/2022 and Mr. Hemantkumar
Naginbhai Patel(DIN: 09851470) with effect from 13/01/2023are the existing Independent
Directors the Company have given declarations 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).The Board is of the opinion that all Independent Directors of the Company
possess requisite qualifications, experience, expertise and they hold highest standards of
integrity.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board /Committee of the Company.
v. 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 Eight(8) times on 25/04/2022,
30/05/2022, 13/08/2022,22/08/2022, 06/10/2022, 14/11/2022,13/01/2023 and 14/02/2023, 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 14/02/2023. The
Meeting wase conducted in an informal manner without the presence of the Whole time
Directors, the NonExecutive Non-Independent Directors, or any other Management Personnel.
XX. 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 was adequate and operating effectively.
XXI. 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 meetings held |
Number of meetings attended |
JMrs. Renu Manendra Singh |
Independent Director |
Member |
4 |
2 |
2Mr. HemantkumarNaginbhai Patel |
Independent director |
Chairman |
4 |
1 |
3Mr.Shrikrishna Baburam pandey |
Non-Executive Director |
Member |
4 |
3 |
4Ms. Mayanka Verma |
Non-independentNon- Executive Director |
Member |
4 |
2 |
5Mr. Manish Sharma |
Independent NonExecutive |
Chairman |
4 |
2 |
6Mr. Saket Sharma |
Independent NonExecutive |
Member |
4 |
3 |
The Committee was reconstituted on January 13, 2023 due to changes in the Board of
directors of the Company as below.:
1. Mrs. Renu Manendra Singh Inducted as Member of the Committee with effect from
22/08/2022
2. Mr. Hemantkumar Naginbhai Patel Inducted as Chairman of the Committee with effect
from 13/01/2023.
3. Mr. Shrikrishna Baburam Pandey inducted as Member of the Committee with effect from
13/01/2023.
4. Ms. Mayanka Verma ceased to be Member of this committee with effect from 20/08/2022.
5. Mr. Manish Sharma ceased to be Chairperson and Member of this committee with effect
from 01/10/2022.
6. Mr. Saket Sharma ceased to be Member of this committee with effect from 13/01/2023.
Now the present composition of the Committee is as under:
Name Of Director |
Category of Directorship |
Designation |
Mr. HemantkumarNaginbhai Patel |
Independent director |
Chairman |
Mrs. Renu Manendra Singh |
Independent Director |
Member |
Mr.Shrikrishna Baburam Pandey Non-Executive Director
Member |
The broad terms of reference of the Audit Committee are as under:
• Reviewing of the Companys financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible
• Recommending the appointment, remuneration and terms of appointment of external
Auditor.
• Review and monitor the auditors independence and performance and effectiveness
of audit process.
• Approval or any subsequent modification of transactions of the company with
related parties.
• Scrutiny of inter-corporate loans and investments
• Valuation of undertakings or assets of the Company, wherever it is necessary.
• Monitoring the end use of funds raised through public offers and related
matters.
• Reviewing with management the Annual financial statements and half yearly and
quarterly financial results before submission to the Board.
• Reviewing periodically the adequacy of the internal control system.
• Discussions with Internal Auditor on any significant findings and follow up
there on.
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 30/05/2022,
13/08/2022, 14/11/2022and 14/02/2023
[B] NOMINATION AND REMUNERATION COMMITTEE:
Name Of Director |
Category of Directorship |
Remarks |
Number of meetingsheld |
Number of meetings attended |
JMr. Hemantkumar Naginbhai Patel |
Independent director |
Chairman |
5 |
1 |
2Mrs. Renu Manendra Singh |
Independent Director |
Member |
5 |
3 |
3Mr.Shrikrishna Baburam Pandey |
Non-Executive Director |
Member |
5 |
3 |
4Mr. Manish Sharma |
Independent Non Executive |
Chairman |
5 |
2 |
5Ms. Mayanka Verma |
Non-Independent Non Executive |
Member |
5 |
2 |
6Mr. Saket Sharma |
Independent Non Executive |
Member |
5 |
4 |
The Committee was reconstituted on January 13, 2023 due to changes in the Board of
directors of the Company as below:
1. Mr. HemantkumarNaginbhai Patel Inducted as Chairman of the Committee with effect
from 13/01/2023.
2. Mrs. Renu Manendra Singh Inducted as Member of the Committee with effect from
22/08/2022
3. Mr.Shrikrishna Baburam Pandey inducted as Member of the Committee with effect from
13/01/2023.
4. Mr. Manish Sharma ceased to be Chairperson and Member of this committee with effect
from 01/10/2022.
5. Mr. Saket Sharma ceased to be Member of this committee with effect from 13/01/2023.
6. Ms. Mayanka Verma ceased to be Member of this committee with effect from 20/08/2022.
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 available on the website of the company www.ritl.co.in
The broad terms of reference of the Nomination and Remuneration Committee are as under:
• Formulation of the criteria for determining the qualifications, positive
attributes and independence of Director;
• Devising a policy on Board diversity;
• Formulation of Remuneration policy;
• Review the structure, size and composition of the Board;
• Identifying and selection of candidates for appointment as Directors;
• Identifying potential individuals for appointment as Key Managerial Personnel
and Senior Management;
• Formulation of criteria for evaluation of Independent Directors and the Board.
During the financial year ended on 31stMarch 2023, the Nomination and
Remuneration Committee met Five times on25/04/2022, 22/08/2022, 06/10/2022,
14/11/2022, 13/01/2023.
[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:
Name of Director |
Category of Directorship |
Designation |
JMr. Hemantkumar |
Independent director |
Chairman |
Naginbhai Patel |
|
|
2Mrs. Renu Manendra Singh |
Independent Director |
Member |
3Mrs. Mosamben Keyur |
Executive Director |
Member |
Mehta |
|
|
The Committee was reconstituted on January 13, 2023 due to changes in the Board of
directors of the Company as below.:
1. Mr. HemantkumarNaginbhai Patel Inducted as Chairman of the Committee with effect
from 13/01/2023.
2. Mrs. Renu Manendra Singh Inducted as Member of the Committee with effect from
22/08/2022
3. Mrs. Mosamben Keyur Mehta as Member of the Committee with effect from 13/01/2023.
During the financial year ended on 31stMarch 2023, the Stakeholders
Relationship Committee met one- timeon13/01/2023.
• Oversee and review all matters connected with the transfer of the Companys
securities.
• Monitor Redressal of investors / shareholders / security holders grievances.
• Oversee the performance of the Companys Registrar and Transfer Agents
• Recommend methods to upgrade the standard of services to investors.
• Carry out any other function as is referred by the board from time to time or
enforced by any statutory notification/ amendment or medication as may be applicable
Details of Investors grievances/ Complaints:
No. of Complaints pending as on April 01, 2022 |
Nil |
No. of Complaints identified and reported during Financial Year
2022-23 |
Nil |
No. of Complaints disposed during the year ended March 31, 2023 |
Nil |
No. of pending Complaints as on March 31,2023 |
Nil |
There were no pending requests for share transfer/dematerialization of shares as of 31stMarch,
2022-23.
COMPLIANCE OFFICER
Mrs. Surabhi Mahanot, is appointed as compliance officer in the Company w.e.f.
25/04/2022
XXII. 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
XXIII. 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 C.P. Jaria& Co, (FRN: 104058W)
Chartered Accountantswere appointed as Statutory Auditor of the Company with effect from
14.11.2022 to fill the casual vacancyarose due to resignation of. M/s Kaushal &
Agrawal Chartered Accountants. M/s C.P. Jaria & Coshall hold office until the
conclusion of this annual general meeting at the remuneration as determined by the Board.
M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) were
re-appointed by the board of directors in their meeting held on 14.08.2023for a term of
Four consecutive years from F.Y.2023- 24 to F.Y.2026-27 subject to approval of shareholder
in ensuing Annual General Meeting. Your board has recommended the appointment of M/s C.P.
Jaria & Co, (FRN: 104058W) Chartered Accountantsas Statutory Auditor of the Company.
M/S C.P. JARIA & CO Chartered Accountants (Firm Registration No. 104058w) has
conducted the statutory Audit of the Company for F.Y.2022-23 and expressed unqualified
opinion.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial
Auditor have not reported any instances of fraud committed against your Company by its
officers or employees to the Audit Committee or the Board, under Section 143(12) of the
Act.
B. Internal Auditor
The Board of Directors has on the recommendation of Audit Committee, and pursuant to
the provision of Section 138 of the Companies Act 2013, has appointed Mr. Pankaj Bagora,
Accountant, as an Internal Auditor of the Company.
C. Cost Auditors
As the cost audit is not applicable to the Company, therefore the Company has not
appointed the Cost Auditor pursuant to Section 148of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Amendment Rules, 2014.
D. Secretarial Auditors
Pursuant to Section 204 and Applicable provisions of the read with Section 134(3) of
the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing
Company Secretary. Secretarial Audit Report issued by Ms. Neha Poddar, Practicing Company
Secretary, in Form-MR-3, attached and marked as Annexure "B”, 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) During the audit period the company failed to
comply with Section 203 of the Companies Act, 2013 whereby the Company is required to
appoint whole-time key managerial personal (i) Managing Director or Chief Executive
Officer or manager and in their absence, a whole-time director; (ii) Company Secretary.
Further the Company also failed to appoint and fill casual vacancy in the office of a
whole time Company Secretary Compliance Officer as required under Regulations 6 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. However, the company has appointed Mrs. Surbhi Mahnot as Company
Secretary cum Compliance Officer w.e.f 25th April, 2022 and Mrs. Mosambem Patel
as Managing Director w.e.f13/01/2023. |
The Board of Directors of your Company would like to inform you on the
said qualification related to appointment of whole time KMP i.e. (i) Managing Director or
Chief Executive Officer or manager and in their absence, a whole-time director; (ii)
Company Secretary during the audit period ,the Company has failed to appoint key
managerial personnel during the financial year due to non - availability of qualified
Personnel for the same post |
Company has appointed the Company Secretary at meeting held at
25/04/2022 in the Current year to comply the provisions of Company Secretary. |
Company has appointed the Managing Director at meeting held at
13/01/2023 in the Current year to comply the provision of managing director. |
b) The Company failed to comply with the provisions of
Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital
Database (SDD). |
The management clarified that initially the entries were maintained
into Excel Format and to maintain its non-tamperable nature, we strictly implemented the
Password of File. Further, the Company has installed SDD software which is non-tamperable |
c) The Company had failed to file e-form ADT-1 for appointment
of Auditor under section 139 of the Companies Act, 2013 within stipulated time period. The
Company had failed to file e-form AOC-5 for Notice of Address at Which Books of Account
are to be Maintained to Registrar of Companies, Gujarat within stipulated time period. |
The Board of Directors of the Company would like to clarify that the
Company had Filed e- form ADT-1 and e-form AOC-5 with Additional fees after stipulated
time Period due to technical glitch on MCA portal during the period. Ss |
XXIV. 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.
XXV. 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-C"
to this report.
XXVI. 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.
XXVII. 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.
XXVIII. ANNUAL RETURN:
The Annual Return pursuant to the provisions of Section 92(3) and with Section
134(3)(a) of the Companies Act. 2013, the Annual Return as on 31st March, 2023 is
available on the Companys Website at www.ritl.co.in.
XXIX. DECLARATION REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING
THE YEAR:
The board hereby states that the independent directors appointed during the year
possess requisite expertise and experience (including the proficiency) in terms of section
150 of the Act. The Independent
Directors appointed during the year have included their names in the data bank of
Independent Directors maintained with the Indian Institute of Corporate Affairs in terms
of Section 150 of the Act read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014.
XXX. THE DETAILS APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCYAND
BANKRUPTCY CODE, 2016:
During the financial year ended on 31stMarch, 2023, there is no application
made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
against the Company
XXXI. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASON THEREOF:
Not applicable during the year under review.
XXXII. OTHER DISCLOSURES / REPORTING:
The Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions pertaining to these items during the year
under review:
1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOPs referred to in this Report.
4. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries.
5. Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).
XXXIII. ACKNOWLEDGEMENTS:
Your directors place on records 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 acknowledge
gratefully the shareholders for their support and confidence reposed on your Company.
Registered Office |
By order of Board of Directors |
526 Star Chambers Harihar Chowk Rajkot, Gujarat-360001 |
For, Rajkot Investment Trust Limited |
Date:01/09/2023 |
Renu Manendra Singh |
Shrikrishna Baburam |
Place: Rajkot |
Director |
Pandey |
|
(DIN:00860777) |
Director |
|
|
(DIN:07035767) |
+91-9892691696
