Rajnandini Fashion India Ltd Directors Report

To

The Members,

RAJNANDINI FASHION INDIA PRIVATE LIMITED

(formerly known as Jainam Overseas Private Limited)

Your directors have the pleasure of presenting the Fourteenth Report of the Company on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS:

(Rs.in Actuals)

Particulars	Year Ended	Year Ended
	31.03.2024	31.03.2023
Total Revenue	23.59,79,993	28,00,78,056
Less: Total Expenses	20,43,55,359	27,46,08,373
Profit before tax	3,16,24,634	54,69,682
Less: Provision for Taxation
- Income Tax	82,04,697	14,02,547
- Earlier Years Tax	-	-
- Deferred Tax(Asset) / Liability	(2,74,490)	-
Profit After tax	2,36,94,427	40,67,135

REVIEW OF OPERATIONS:

During the year under review, Company earned revenue of Rs. 23,59,79,993/- as against, Rs. 28,00,78,056/- of previous years, Profit before tax was Rs. 3,16,24,634/- as against Rs.54,69,682/- of previous year and Profit after the tax were Rs. 2,36,94,427/- as against Rs. 40,67,135/- of previous years.

DIVIDEND:

No Dividend was declared for the current financial year.

RESERVES:

During the year under review no amount was transferred to General Reserve. DIRECTORS:

During the year under the review Mrs. Priyanka Chopra (DIN: 10736718) was appointed as an Additional Director of the Company w.e.f. 02.09.2024 till ensuing Annual General Meeting of the Company and she will be regularised as Director on ensuing Annual General Meeting.

SHARE CAPITAL:

The Companys Equity Share Capital as on March 31, 2024 is as follows:

	Authorised Share Capital			Issued, Subscribed and Paid-up Capital
	No. of Shares	Amount per Share (in Rs.)	Amount (in Rs.)	No. of Shares	Amount per Share (in Rs.)	Amount (in Rs.)
Equity	2,50,000	10	25,00,000	2,20,000	10	22,00,000

NUMBER OF MEETING OF THE BOARD:

During the year Five (5) Board Meetings i.e. 03/04/2023, 20/06/2023, 04/09/2023, 28/12/2023 & 30/03/2024 were convened which is in compliance with the requirements of the Companies Act, 2013 & SS-1 (Secretarial Standards on Board Meetings) issued by The Institute of Company Secretaries of India (ICSI). The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Adequate notice is given to all Directors to schedule the Board Meeting, Agenda and detailed notes on agenda were sent in advance.

The names of members of the Board, their attendance at the Board Meetings are as under:

Name of Directors	Number of Meetings attended/ Total Meetings held during the F.Y. 2022- 23
Mr. Vikesh Lunawat	5/5
Mr. Sushil Kumar Lunawat	5/5

SUBSIDIARIES:

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

The Company has neither accepted nor renewed any deposits during the year under review.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees and investments given/made during the financial year under review and governed by the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

DIRECTORS* RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and

explanations obtained by them, 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 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 of the company for that year;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to. ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 131 OF 20161 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, the Company has not filed any application nor having any pending proceedings under the Insolvency and Bankruptcy Code, 2016.

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 REASONS THEREOF:

Not Applicable

AUDITORS;

During the period under review, M/s. H I? J & Associates, Chartered Accountants, resigned as Statutory Auditors of the company. In the Extra Ordinary General Meeting held on the 09^,h April, 2024, M/s. R N D &, Co., Chartered Accountants, Gujarat were appointed as Statutory Auditors of the Company to conduct the Statutory Audit for the period ended 31?‘ March, 2024. M/s. R N D & Co., Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are recommended for appointment for 5 (five) consecutive years from the date of the 14^th Annual General Meeting (AGM) for a term upto the conclusion of 19^th AGM of the Company in the Financial year 2029.

AUDITORS REPORT:

The Auditors have issued an unqualified report for the year ended 31^st March, 2024.

WEB LINK OF ANNUAL RETURN. IF ANY;

Pursuant to sub section (3) of Section 92 of the Companies Act 2013, read with relevant Rules, the Company is required to place its Annual Return on its website and provide a link of the same in the Boards Report. However, your Company doesnt have its own website therefore, Annual Return cannot be published on website.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is not required to obtain Secretarial Audit Report.

INSTANCES OF FRAUD. IF ANY REPORTED BY THE AUDITORS:

During the year under review, There have been no instances of any fraud reported by the statutory auditors under section 143(12) of Companies Act 2013 and the Rules made thereunder to the Board.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements.

RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year ended March 31, 2024 were on an arms length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Note no.21 to the Balance Sheet as on March 31, 2024.

CHANGE OF NAME:

During the year under the review Company had changed its name from M/s. Jainam Overseas Private Limited to M/s. Rajnandini Fashion India Private Limited on 18.07.2024.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 197 of the Companies Act, 2013 and read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 hence no such particulars are furnished.

RISK MANAGEMENT:

The Board of Directors of the Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Companys management systems, organizational structures, processes, standards, codes and behaviors that govern how the Company conducts its business and manages associated risks.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of the business of the Company during the financial year.

SEXUAL HARASSMENT OF WOMEN:

The Company has in place an Anti-Sexual Harassment policy in line with the requirement of the Sexual Harassment of women at the Workplace (Prevention Prohibition &Redressal) Act, 2013. Internal complaints committees has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information in terms of requirement of clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, read along with Rule 8(3) of the Companies (Accounts) Rules, 2015 is as follows:

(A) Conservation of Energy:

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company.

A 11 ? Vr KJ i l \J Is l\K J 1 V/X 1 v>v;ouv;uy

(B) Technology Absorption:

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company.

(C) Foreign exchange earnings and outgo:

The company have made small sales on amazon.com in foreign exchange for with the amount is received in foreign exchange net of expenses.

THE DETAILS OF ONE TIME SETTLEMENT WITH THE BANKS:

During the year under review there are no one-time settlement with the Banks

ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their warm appreciation and acknowledge with gratitude the assistance and support extended to your Company by bankers and clients and look forward to their continued support.