Rajputana Invest Director Discussions


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)