To
The Members
Your Directors are pleased to present their 42nd Annual
Report on the business and operations of the Company together with the Audited Standalone
and Consolidated Financial Statements for the year ended March 31,2023.
1. Financial Highlights-Standalone & Consolidated
(Rupees in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
31-Mar-23 |
31-Mar-22 |
31-Mar-23 |
31-Mar-22 |
| Total Income (Operational and Other Income) |
244.96 |
134.03 |
244.96 |
134.03 |
| Profit / (Loss) before Depreciation, interest and tax
& Exceptional items |
31.74 |
53.88 |
31.61 |
55.06 |
| Less: Finance Cost |
- |
- |
- |
- |
| Less: Depreciation & Amortization |
0.87 |
1.10 |
0.87 |
1.10 |
| Add: Exceptional item |
- |
- |
- |
- |
| Profit before Tax |
30.87 |
52.78 |
30.74 |
53.96 |
| Less: Tax Expenses |
1.24 |
-0.82 |
1.24 |
-0.82 |
| Profit/Loss for the period from continuing Operations |
29.63 |
53.60 |
29.50 |
54.78 |
| Profit/Loss from discontinued Operations before Tax |
- |
- |
- |
- |
| Tax Expenses of discontinued Operations |
- |
- |
- |
- |
| Profit/Loss from discontinued operations after tax |
- |
- |
- |
- |
| Total Profit for the period |
29.63 |
53.60 |
29.50 |
54.78 |
| Other Comprehensive income (net of tax) |
-96.20 |
271.67 |
-96.20 |
271.67 |
| Total Comprehensive income |
-66.57 |
325.27 |
-66.70 |
326.45 |
| Earnings Per Share |
0.95 |
1.72 |
0.95 |
1.76 |
2. Overview of Company's Financial performance:
The company's performance during Financial Year 2022-23 on a
standalone and consolidated basis were as follows -
On standalone basis
During the Financial year 2022-2023 at Standalone level revenue from
operations stood at Rs. 244.96 Lakhs against Rs.134.03 Lakhs in the previous year. Your
company reported growth in revenue from operations of 82.77% over the previous year. The
Operating Profit before tax stood at Rs. 30.87 Lakhs against profit of Rs. 52.78 Lakhs
reported in the previous year. Profit after Tax for the current year is Rs. 29.63 Lakhs
against Profit of Rs. 53.60 Lakhs in the previous year.
On Consolidated Basis
The consolidated revenue from operations stood at Rs. 244.96 Lakhs
against Rs. 134.03 Lakhs in the previous year registering a growth of 82.77% The Operating
profit before tax stood at Rs. 31.61 Lakhs against Profit of Rs. 55.06 Lakhs reported in
the previous year. Profit after Tax for the current year is Rs. 29.50 Lakhs against Profit
of Rs. 54.78 Lakhs in the previous year.
3. Share Capital
The paid-up equity share capital of the company as at March 31,2023
stood at Rs. 3,10,83,000/- (Rupees Three Crore Ten Lakh Eighty Three Thousand Only)
divided into 31,08,300 (Thirty One Lakh eight Thousand three hundred) equity shares of Rs.
10/- (Rupees Ten) each.
During the year under review, the Company has neither issued any shares
with differential voting rights nor granted any stock options or sweat equity or warrants.
As on March 31,2023, none of the Directors of the Company hold
instruments convertible into equity shares of the Company.
4. Transfer of Amounts to Investor Education And Protection Fund
Since there were no funds lying / remains unpaid or unclaimed for a
period of seven years, the provisions of Section 125 (2) of the Companies Act, 2013 do not
apply.
5. Dividend and Reserves
Company has not recommended any dividend during the year under review,
nor transferred any amount to General Reserve.
6. Change in the Nature of Business
There was no change in nature of business of the company during the
year under review.
7. Management Discussion and Analysis Report
The Management Discussion and Analysis forms an integral part of this
Report and covers, amongst other matters, the performance of the Company during the
financial year under review as well as the future prospects.
8. Subsidiaries, Associates and Joint Venture Companies
The Company has only one Associate viz. Rupal Holdings Private Limited
incorporated on October 18, 2007.
The Consolidated Financial Statements of the Company are prepared in
accordance with relevant Indian Accounting Standards issued by the Institute of Chartered
Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of the financial
statements of Associate is given in Form AOC- 1 which forms an integral part of this
Report.
The Company had no joint venture and Subsidiary during the financial
year 2022-23.
9. Directors Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors to the best of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the financial year
ended March 31,2023, applicable accounting standards have been followed and there are no
material departures from the same;
b) they have 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 as at March 31,2023 and
of the Profit of the Company for the financial year ended on that date;
c) they have 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;
d) they have prepared the annual accounts on a "going
concern" basis;
e) they have laid down internal financial controls to be followed by
the company and such internal financial are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
10. Corporate Governance report and Certificate
Your Company is committed to maintain the highest standards of
Corporate Governance. Your Directors adhere to the stipulations set out in the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per Regulation 34(3) read with Schedule V of the Listing
Regulations, a separate section on corporate governance practices followed by the Company,
together with a certificate from the Company's Auditors confirming compliance forms
an integral part of this Report.
11. Meetings of the Board
During the year under review the Board of Directors met 7(Seven) times.
The Details of the meetings of the Board of Directors of the company convened during the
financial year 2022-23 are given in Corporate Governance report which forms part of the
annual Report.The maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Companies Act, 2013.
12. Board Evaluation
Pursuant to the provisions of companies Act, 2013 and SEBI Listing
Regulations, the Board has carried out annual performance evaluation of its own
performance, its Committees and the Directors including Chairman and the same is reviewed
by the Nomination and Remuneration Committee.
The evaluation manner has been explained in the Corporate Governance
Report.
13. Directors and Key Managerial Personnel
Retirement by rotation and subsequent re-appointment
In accordance with the provisions of Section 152 and other applicable
provisions, if any, of the Act and the Articles of Association of the Company, Mr. Madhav
Doshi, Non-Executive Director of the Company is liable to retire by rotation at the
ensuing AGM and being eligible have offered themselves for re-appointment.
The Board, on recommendation of the Nomination and Remuneration
Committee and after evaluating performance and considering the Company's growth under
her leadership and guidance, approved re-appointment of Mrs. Aruna Doshi (DIN: 00949220)
as Whole Time Director for a further term of three (3) years commencing from April
01,2024.
During the year under review Mr. Prakash Kumar Verdia and Mr. Roshan
Lal Nagar completed their first term as independent directors of the Company, was re
appointed as independent director for second term through postal ballot. The board
considered that the continued association of Mr. Prakash Kumar Verdia and Mr. Roshan Lal
Nagar would benefit the Company.
Brief resume of directors seeking appointment / re-appointment along
with other details as stipulated under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") is separately disclosed in the Notice and form an integral part of this
report.
. Declaration by Directors
The Company has received the following declarations from all the
Independent Directors confirming that:
1. They meet the criteria of independence as prescribed under the
provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing
Regulations. There has been no change in the circumstances affecting their status as
Independent Directors of the Company; and
2. They have registered themselves with the Independent Director's
Database maintained by the IICA.
None of the Directors of the Company are disqualified for being
appointed as Directors as specified in Section 164(2) of the Act and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
• Key Managerial Personnel
Pursuant to the provisions of section 2(51) and 203 of the Act, the key
managerial personnel of the Company are as under:
| S. No. Name |
Designation |
| 1 Mr. Devendra Sharma |
CEO & Managing Director |
| 2 Mrs. Aruna Doshi |
Whole Time Director |
| 3 Mr. K. M. Murdia |
Chief Financial Officer |
| 4 Ms. Kalp Shri Vaya |
Company Secretary |
14. Internal Financial Control and its Adequacy
The Company has in place, an adequate system of internal controls
commensurate with its size, requirements and the nature of operations. The internal
control systems are designed to ensure that the financial and other records are reliable
for the preparation of financial statements and for maintaining assets.
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including the adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.
The audit committee of the Board of Directors and the internal auditors
reviews the adequacy and effectiveness of the internal control system and suggest the
improvements to strengthen the same. Independent Internal Auditors conduct audit covering
a wide range of operational matters and ensure compliance with specified standards
During the period under review, such controls were tested and no
reportable weakness in their working has been discovered.
15. Details of Fraud Report By Auditor
During the financial year 2021-22, the Auditors has not reported any
matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required
to be disclosed under Section 134 (3) (ca) of the Act
16. Auditor and Auditors' Report
(a) Statutory Auditors:
At the 41st Annual General Meeting held on 30th
September, 2022 the member approved the appointment of M/s. L.S. Kothari & Co.,
Chartered Accountants, [Firm Registration No. 001450C] as the Statutory Auditors of the
Company for a period of five years from the conclusion of that Annual General Meeting till
the conclusion of 46thAnnual General Meeting,
The requirement to place the matter relating to appointment of auditors
for ratification by Members at every AGM has been done away by the Companies (Amendment)
Act, 2017 with effect from May 7, 2018. Accordingly no resolution is being proposed for
ratification of appointment of statutory auditors at the 42nd AGM. There is no
audit qualification, reservation or adverse remark for the year under review.
(b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act, read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your
Company engaged the services of Mr. Ronak Jhuthawat, (CP No. 12094), Company Secretary in
Practice, Udaipur to conduct the Secretarial Audit of the Company for the financial year
ended March 31,2023.
The Secretarial Audit report for the financial year ended March 31,2023
in Form No.MR-3 is attached as Annexure II to this Report.
The secretarial audit report does not contain any qualification,
adverse observations/remarks.
(c) Cost Auditor
No Cost Auditor was appointed during the financial year as there is no
statutory requirement imposed for mandatorily according to the size and nature of the
business.
17. Annual Return
Pursuant to the provisions of Section 92 of the Companies Act, 2013 and
rules framed thereunder a copy of the Annual Return in form MGT-7 has been placed at the
Company's website www.raidarshanindustrieslimited.com.
18. Particulars of Contracts, Arrangements or Transactions with Related
Parties
All the transactions / contracts / arrangements of the nature as
specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the
year under review with related party(ies) are in the ordinary course of business and on
arm's length basis.
All the Related Party Transactions are presented to the Audit Committee
and the Board. Prior omnibus approval is obtained for the transactions which areforeseen
and repetitive in nature. A statement of all related party transactions is presented
before the Audit Committee and Board of Directors on a quarterly basis specifying the
nature, value and terms & conditions of the transactions.
Particulars of contracts or arrangements with related parties referred
to in sub-section (1) of Section 188 are given in the prescribed form AOC -2 as Annexure
III.
The Company has formulated a policy on related party transactions which
is also available on the website of the Company.
19. Particulars of Employees
The statement containing particulars of employees required under
Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate exhibit forming part of this
report as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, are set out in Annexure-1 attached thereto.
20. Deposits
During the year under review, the Company has not accepted any deposit
within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modifications(s)
or re-enactment(s) thereof for the time being in force.
21. Particulars of Loans, Guarantees And Investment
The particulars of loans, Guarantees and investments covered under the
provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial
Statement.
22. Risk Management
As per Regulation 21 (5) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, Risk Management
committee is mandatorily applicable to top 1000 companies and your company do not fall
under the same, hence the company is not required to constitute such committee; however,
the Company has its own procedure for identifying the various business risks and seeks to
create transparency, minimize adverse impact on the business objectives and enhance the
Company's competitive advantage. The risk management system defines the risk
management approach across the enterprise at various levels including documentation and
reporting.
23. Whistle Blower Policy (Policy on Vigil Mechanism)
The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. In line with these objectives, The Company
has adopted a whistle blower mechanism for directors and employees to report concerns
about unethical behavior, actual or suspected fraud, or violation of the company's
code of conduct and ethics.
Details of the Whistle Blower Policy are stated in the Corporate
Governance Report. During the financial year 2022-23 no cases under this mechanism were
reported.
24. Prevention of Sexual Harassment of Women at Workplace
As required by the Sexual Harassment of Women at Work Place
(Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and
implemented a policy on prevention of sexual harassment at the workplace with a mechanism
of lodging complaints and matters connected there with or incidental thereto.
The Company has always provided a congenial atmosphere for work to all
the employees that is free from discrimination and harassment including sexual harassment.
It has provided equal opportunities of employment to all without regard to their caste,
religion, colour, marital status and sex.
There were no complaints reported during the financial year under the
said policy.
25. Insider Trading
In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, as amended, your Company has instituted a comprehensive Code titled as
"Code of Conduct to regulate, Monitor and Report trading by Insiders" which lays
down guidelines and advises the Directors and Employees of the Company on procedures to be
followed and disclosures to be made while dealing in securities of the Company.
The policy provides the framework in dealing with securities of the
Company. Details of the policy are available on our website.
26. Details of application made or any proceeding pending under the
Insolvency and Bankruptcy code, 2016 (31 of 2016) during the year along with their status
as at the end of the financial year:
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year is not applicable.
27. Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
28. Significant and Material Orders Passed by the Regulators or Courts
or Tribunals impacting the Going Concern status of the Company
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of the Company.
29. Particulars of Energy Conservation, Technology Absorption and
Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014
A. Conservation of Energy and Technology Absorption, Adaption and
Innovation
The Company has no particulars to furnish under the above head since it
has not carried any manufacturing activity during the year under review.
B. Foreign Exchange Earning & Outgo and Export Activities Foreign
exchange earnings and outgo
(In Lakhs)
| Particulars |
2022-23 |
2021-22 |
| Foreign Exchange Earning |
158.11 |
30.09 |
| Foreign Exchange Outgo |
- |
- |
30. Appreciation
Your Directors wish to convey their deep appreciation for the
wholehearted support made by all the employees, customers, vendors, investors, Bankers,
Financial Institutions as well as their dedicated services and collective contribution to
the Company's performance.
Your Directors also thank the Government of India and concerned
Government Departments for their co-operation.
|
By order of the Board |
|
For Rajdarshan Industries Ltd. |
|
Prakash Kumar Verdia |
|
Chairman |
| Udaipur, 02nd September, 2023 |
DIN:02429305 |
|