Dear Shareholders
Your Directors have pleasure in presenting their 81st Annual Report together
with the Audited Financial Statements of the Company for the Year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
During the year under review, performance of your Company as under: (Rs In Lakh)
| Particulars |
Year Ended 31st March, 2023 |
Year Ended 31st March, 2022 |
| Total Revenue |
114.17 |
28.75 |
| Total Expenses |
105.21 |
26.85 |
| Profit/(Loss) before taxation |
8.96 |
1.90 |
| Less: Tax Expense |
2.49 |
0.49 |
| Profit/(Loss) after tax |
6.48 |
1.41 |
Review of Operations
During the year under review the Company has recorded total revenue of Rs. 114.17 Lakh
as compared to Rs. 28.75 Lakh in the previous year. The Company has recorded a net profit
of Rs. 6.48 Lakh as compared to previous year net profit of Rs. 1.41 Lakh/-.
Share Capital
The Company has 3,08,00,000/- Equity Share Capital for the Financial Year ended March
31, 2023.
Change In Management
There were no changes in the management of the Company during the financial year ended
March 31, 2023.
Change in the Nature of Business
The Board of directors at its meeting held on 05.03.2022, approved to change the Object
of business subject to approval of shareholders through postal ballot. The company
dispatched postal ballot notice to shareholders on 08.04.2022 and approved by shareholders
through e-voting on 08.05.2022. The new object of the company is
"To do the business of pre-owned luxury cars and related activities".
Dividend
The Board does not recommend any dividend for the financial year 2022-2023.
General Reserve
The Company has not transferred any fund to General Reserve during the financial year
2022-2023.
Number of Meeting of Board of Directors
The Board meets at regular intervals to discuss and decide on Company / business policy
and strategy apart from other Board business. During the year, 8 Board meetings
were held. The maximum time gap between two consecutive board meetings did not exceed 120
days. The date on which the Board Meetings were held are 01.04.2022, 19.05.2022,
29.06.2022, 18.07.2022, 11.08.2022, 20.09.2022, 12.11.2022, 10.02.2023.
Declaration of Independent Directors
Pursuant to section 149(7) of the Companies Act 2013, the Company has received
necessary declaration from each Independent Director confirming that they meet the
criteria of independence as prescribed under Section 149(6) of the Companies Act,
2013("The Act") and Regulation 16 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing Regulations").
Committees of the Board
The Company has constituted / re-constituted various Board level committees in
accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015. Details of all the Committees along with
their composition and meetings held during the year under review are provided in the
Report on Corporate Governance forming part of this Annual Report.
Corporate Governance
As provided under Regulation 15(2) of the SEBI (Listing Obligations & Disclosure
Requirements) 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-capital and net worth of the Company is below the
threshold limit i.e Rs 10 crores & Rs 25 crores.
Formal Annual Evaluation
The Board of Directors has carried out in annual evaluation of its own performance, its
committee, and Individual Directors pursuant to the requirements of the Act and the
Listing Regulation.
Further, the Independent Directors, at their exclusive meeting held on 12.11.2022
during the year reviewed the performance of the Board, the Chairman and the Non- Executive
Directors and other items as stipulated under the Listing Regulation.
Material Changes and Commitments, If Any, Affecting Financial Position
There is no such material change and commitment affecting the financial position of
your Company which have occurred between the end of the financial year of your company to
which the financial statements relate and the date of the report. Details of Loans,
Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the
notes to the financial statements.
Extract Of Annual Return
The extract of Annual Return in Form No. MGT-9 pursuant to Section 92(3) of the
Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules,
2014 is available on company website www.rajputanainvestment.com (Annexure II).
Particulars of Contracts or Arrangements with Related Parties
A Related Party Transaction Policy has been formulated by the Board of Directors for
determining the materiality of transactions with related parties and dealing with them.
The Audit Committee reviews all related party transactions. All contracts or arrangements
with related parties, entered into or modified during the financial year, within the
meaning of Section 188
(1) of Companies Act, 2013 were in ordinary course of business and on arms length
basis and in compliance with the applicable provisions of the Companies Act, 2013 and the
Listing Regulations.
The disclosure of Related Party Transactions as required under Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 has been enclosed as Annexure III is
attached herewith and forms part of this Directors Report.
Conservation of Energy and Technology Absorption and Foreign Exchange Earnings
Particulars of Conservation of energy, technology absorption and foreign exchange and
outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 are not applicable to the Company. The disclosures
are annexed as Annexure-IV and forms part of this Annual Report.
Details of Directors and Key Managerial Personnel
During the financial year 2022-2023, The Company has a well-structured Board consisting
of 5 Directors and one CFO & one Company Secretary.
| Sl No Name |
DIN/PAN |
Designation |
| 1 Mr. Jijin Chanayil Surendran |
03305487 |
Managing Director |
| 2 Mr. Bahuleyan Raman Nalupurakkal |
00297057 |
Independent Director |
| 3 Mrs. Liji Jmmy Thalakkottoor |
08448618 |
Independent Director |
| 4 Mr.. Sunny Mathew |
08389552 |
Independent Director |
| 5 Mr. Mathew Jose |
00542339 |
Independent Director |
| 6 Villadath Vinitha |
BTZPV9135L |
Company Secretary |
| 7 Mr. Thadathilakath Kunjumuhammed Abdul Jaleel |
BSOPA1698H |
CFO |
Statement on Declaration Given by Independent Directors Under Section 149(6)
Your Company has received declarations from all the Independent pursuant to Section 149
(7) of the Companies Act, 2013 of the Company confirming that they meet the criteria of
interdependence as prescribed both under Section 149 (6) of the Companies Act, 2013 read
with rules made there under and Regulation 16 (1) (b) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
Change in Key Managerial Personnel
* Mr. Kochumathew Chowailoor Joseph, Managing Director of the company passed away on
16.06.2022 and Mr. JIJIN CHANAYIL SURENDRAN (DIN: 03305487), appointed as Managing
director of the company with effect from 29/06/2022
Mr. Jijin Chanayil Surendran (DIN:03305487), Managing Director, Mr. Thadathilakath
Kunjumuhammed Abdul Jaleel, Chief Financial Officer & Ms. Villadath Vinitha
(Membership No: A59401), Company Secretary & Compliance Officer are the Whole-time Key
Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013 as on
31.03.2023 .
Familiarization Programme Undertaken for Independent Directors
The Independent Directors are familiarized with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing
Obligations & Disclosure
Requirements) Regulations, 2015 on appointment, the Independent Director is issued a
letter of appointment setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. The Company Secretary briefs the Director
about their legal and regulatory responsibilities as a Director. The Directors also
explained in detail the various compliances required from him to act as a Director under
the various provisions of the Companies Act, 2013, SEBI (LODR) Regulation, 2015, SEBI
(Prohibition of Insider Trading) Regulation, 2011, the Code of Conduct of the Company and
other relevant regulations. The details of familiarization are available on Companys
website www.rajputanainvestment.com.
Board Evaluation
The board of directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to sub-section 3(p) of Section 134 of
the Companies Act, 2013 and the corporate governance requirements as prescribed by
Securities and Exchange Board of India ("SEBI") under Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning etc. The performance of the
committees was evaluated by the board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of
committee meetings etc. The criteria for evaluation of Directors inter alia includes
factors such as engagement, strategic planning and vision, team spirit and consensus
building, effective leadership, domain knowledge, management qualities, teamwork
abilities, achievements, understanding and awareness, integrity, ethics, value and
openness.
The Directors express their satisfaction over the evaluation process and results
thereof.
Management Discussion and Analysis Report
A separate report on Management Discussion and Analysis is annexed as part of Annual
Report along with the Auditors Certificate in compliance with SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015.
Change of Registered Office
The board meeting held on 05.03.2022, the board decided and approved the shifting of
registered office of the company from the state of West Bengal to Kerala subject to
approval of shareholders through postal ballot. The company dispatched postal ballot
notice to shareholders on 08.04.2022 and approved by shareholders through e-voting on
08.05.2022. The address of new registered office is at Building No: 1/110, BRD Complex, NH
Bypass, Konikkara, Thrissur, Thrissur Kerala, 680306, India
Subsidiaries, Jvs or Associate Companies
The Company does not have any Joint Ventures, Associate or Subsidiary Companies as on
March 31, 2023.
Articulars of Employees and Related Disclosures:
Disclosures pertaining to remuneration and other details under Section 197(12) of the
act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended are annexed as Annexure-V. However, as per the
provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being
sent to the Members and others entitled thereto, excluding the disclosure on particulars
of employees which is available for inspection by the Members at the Registered Office of
the Company during business hours on working days of the Company up to the date of the
ensuing Annual General Meeting.
Directors Responsibility Statement: Pursuant to clause (c) of sub-section (3) of
Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby state and confirm that;
Accounting Standard: In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures.
Accounting Policies: 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. Proper
Efficient and Care: The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
Going Concern Basis: The Directors had prepared the annual accounts on a going
concern basis.
Compliance with all laws: The Directors had devised proper system to ensure
compliance with the provision of all applicable laws and that such systems were adequate
and operating effectively.
Internal Financial Controls: The Directors had laid down internal financial control
to be followed by the Company and that such internal financial control is adequate and
operating effectively.
Boards Comment on the Auditors Report qualification
There is one qualification in the Independent Auditors Report on the financial
statements for the financial year 2022-2023. The qualification is given below;
| Sl Qualification in audit report no |
Board Reply |
| 1 Non-compliance under section 186 of the Act with respect to acquisition of
Non-convertible Debenture of M/s Vanchinad Finance Private Limited of Rs. 200 Lakhs
exceeding the limits without prior approval by means of a special resolution. |
Board replied to the qualification as follows; 1.In upcoming AGM, company will pass
special resolution under section 186 of the Companies Act 2013, to avoid the violation for
future period |
|
2. The company will suo moto file an application with Regional Director,
southern Region to condone the violation under section 186 of the Companies Act 2013, for
the period commencing from 11.02.2021 to upcoming AGM proposed to be held on 10.08.2023 |
Risk Management Policy
The Board of Directors of the Company has formulated a Risk Management policy which
aims at enhancing shareholders value and providing an optimum risk reward trade-off. The
risk management approach is based on a clear understanding of the variety of risks that
the organization faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures. In the opinion of the Board, none of the risks faced
by the Company threaten the existence of the Company.
The Company has adequate internal control systems and procedures to combat risks. The
risk management procedure is reviewed by the Audit Committee and Board of Directors on a
quarterly basis at the time of review of quarterly financial results of the Company.
Internal Financial Control Systems
The Company has appointed Internal Auditor to observe the Internal Controls who
regularly monitors if the workflow of the organization is being done through the approved
policies of the Company. The Internal Audit Report is delivered to the Board by the
Internal Auditor in every quarter.
The Board of Directors of the Company has adopted various policies like Related Party,
Whistle Blower Policy, and other procedures for ensuring the orderly and efficient conduct
of its business. The Company system of internal control has been designed to provide a
reasonable assurance with regard to maintaining of proper accounting controls, monitoring
of operations, safeguarding of its asset, prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and timely preparation of
financial information.
Vigil Mechanism/Whistle Blower Policy
The Company has established an effective Whistle Blower Policy person to the Companies
Act, 2013 and SEBI listing Regulation, 2015. The said policy may be referred to at the
companys website at the following web link www.rajputanainvestment.com. It aims at
conducting the affairs of the Company in a fare and transparent manner by adopting the
highest standard of professionalism, honesty, integrity, and ethical behaviour. All
permanent employees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concern about un-ethical
behavior, actual or suspected fraud or violation of code of conduct an ethics. It also
provides for educate safeguards against the victimization of employees who able the
mechanism to allow direct access to the Chairman of the Audit Committee in exceptional
cases.
Transfer of Amounts to Investor Education and Protection Fund
Pursuant to applicable provisions of the Companies Act, 2013 ("the Act) read with
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the Company did not have any funds lying unpaid or unclaimed.
Therefore, there were no funds which were required to be transferred to Investor Education
and Provident fund (IEPF).
Auditors
Statutory Auditors
AYYAR & CHERIAN (Firm Registration Number: 000284S) Chartered Accountants, No.101,
Santhi Arcade, K.C Joseph Road, Panampilly Nagar, Ernakulum, Kerala-682036 appointed as
the Statutory Auditors of the Company commencing from the conclusion of Annual General
Meeting held on 31.08.2022 till the conclusion of AGM to be held in the financial year
2027-28. Observation made by the Statutory Auditors in their Report are self-explanatory
and therefore, do not call for any further comments under section 134(3)(f) of the
Companies Act, 2013.
Internal Auditors
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies
(Account) Rule 2014, Company is required to appoint Internal Auditors. R Sreenivasan,
Chartered Accountant (Membership No: 022315), appointed as Internal Auditor of the
Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed
Ms. Liya Antony, Practising Company Secretary (ACS 39611)), to conduct Secretarial Audit
for the financial year ended on March 31,2023. The Secretarial Audit Report for the
financial year ended on March 31, 2023 is annexed herewith and marked as Annexure I to
this Report. The Secretarial Audit Report does contain the following one qualification.
1. The Companies Act, 2013 (the Act) and the rules made there under; except
the non-compliance under section 186 of the Act with respect to acquisition of
Non-convertible Debenture of M/s Vanchinad Finance Private Limited of Rs 200 Lakhs
exceeding the limits without prior approval by means of a special resolution.
Deposits
Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act,
2013 during the financial year and as such, no amount on account of Principal or Interest
on Deposits from Public was outstanding as on March 31, 2023.
Corporate Social Responsibility
In pursuance of the provisions of Section 135 of the companies Act 2013, the CSR
provisions were not applicable to the Company.
Code of Conduct
The Board of Directors has approved a code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day operations of the
Company in accordance with the applicable Accounting Standards. The code laid down by the
Board is known as "Code of Conduct". The code has been posted on the Companys
website www.rajputanainvestment.com.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for prevention of Insider Trading with a view
to regulate trading in Securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of
Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period
when the Trading window is closed. The Board is responsible for implementation of the
code.
All Board Directors and the designated employees have confirmed compliance with the
code.
Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013
The Company has formulated a policy for the prevention of sexual harassment within the
Company. It ensures prevention and deterrence of acts of sexual harassment and
communicates procedures for their resolution and settlement. Internal Complaint Committee
has been constituted which is chaired by a female employee of the Company in accordance
with the requirements under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the
Law as well as the policy at every unit. There were no cases/ complaints reported in this
regard during the year 2022-23. A copy of the Policy against sexual harassment is posted
on the Companys Website www.rajputanainvestment.com.
Acknowledgement
Your Board sincerely places on record the support extended by the Traders,
Shareholders,
Companys Bankers, Central and State Government Authorities, Stock Exchanges, CDSL,
NSDL and all other Business Associates for the growth of the organization. The Board
further expresses its appreciation for the services rendered by the Executives, officers
and staffs of the Company at all levels.
We look forward to receiving the continued patronage from all quarters to become a
better and stronger Company.
For Rajputana Investment & Finance Limited
| Place: Thrissur |
|
| Date: 10.07.2023 |
|
| Jijin Chanayil Surendran |
Sunny Mathew |
| Managing Director (DIN: 03305487) |
Independent Director (DIN: 08389552) |
+91-9892691696
