DIRECTORS' REPORT TO THE MEMBERS OF, RAJPUTANA INVESTMENT & FINANCE LIMITED Your Directors have pleasure to submit their Seventy Fourth Annual Report together with Audited Accounts and Auditor's Report of the Company for the financial year ended 31st March, 2015. Listing of Equity Shares The Company has its Equity Shares listed on The Calcutta Stock Exchange Limited. Your Directors are pleased to inform that your Company has got its Equity Shares listed from The Calcutta Stock Exchange Limited to The Bombay Stock Exchange Limited on 13th April, 2015 under the Norms for Direct Listing. Review of Operations During the current period of operation, our company has shown a turnover of Rs. 120,674,241/- Your Directors report that the working of the Company for the year under review has resulted in a loss of Rs. 20,18,384/- (after tax). Share Capital During the Year the Company has increased its Authorized Capital from Rs. 50,00,000/- to Rs. 3,10,00,000/-. The Company has Paid up Equity Share Capital of Rs. 1,10,00,000/-for the Financial Year ended 31st March, 2015. Issue of Shares on Preferential Basis: Yours Directors informed that in order to meet its growth objectives and bolster its financial performance, the company has been permitted by the board to generate long term resources by issuing securities on preferential basis. The issue of shares is justified based on future, prospects of the company. The Equity Shares of face value of Rs. 10/- each are allotted to the under mentioned allotees at a premium of Rs. 20/- per share. Dividend In view of loss in the current fiscal and planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2015. Transfer to Reserves During the Financial Year 2014-15 the Company has not transferred any amount to Reserves. Details of Auditors: • Statutory Auditors : Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, M/s. RMM & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 73rd Annual General Meeting (AGM) held on 30th September, 2014 for five years and the same were re-appointed for a term of 4 years subject to ratification by shareholders at each AGM. M/s. RMM & Associates, Chartered Accountants, have confirmed their eligibility for appointment and offers themselves for re-appointment. The Board of Directors on the basis of recommendation of the Audit Committee proposes the ratification for appointment of M/s. RMM & Associates, Chartered Accountants as the statutory Auditors of the Company to hold office from the conclusion of the 74th AGM till the conclusion of the 78th AGM and the shareholders' approval is being sought to authorize the Board to fix the remuneration. • Internal Auditors : Pursuant to section 138 of the Companies Act, 2013 the company had appointed M/s. V.K. Singhania &. Associates as the Internal Auditor of the company to carry out the internal auditor of the functions and activities of the company. • Secretarial Auditor : Pursuant to Section 204 of the Companies Act, 2013 of the Company has appointed Ms. Sachin Kumar (CP No. 14154), Practicing Company Secretaries to conduct the secretarial audit of the company for the financial year 2014-15. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The report of the Secretarial Auditor for the financial year 2014-15 is annexed to this report Annexure-1 (MR-3). There are no qualifications or adverse remarks in their Report. Number of meeting of Board of Directors During the Financial Year 2014-15, fourteen meetings of the Board of Directors and one meeting of Independent Directors' were held. The details of which are given in Corporate Governance Report. Audit Committee The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee. Remuneration Committee The composition and terms of reference of the Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. Stakeholders Relationship Committee: The composition and terms of reference of the Share Transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. Change of Registered Office: The Registered Office of the Company has changed from 98/7A, Harish Mukherjee Road, Kolkata -700 025 to 18, Rabindra Sarani, Poddar Court, 5th Floor, Gate No.l, Room No. 502, Kolkata - 700 001 on 20th November, 2014 Company's Affairs The Company is engaged in the business of Trading & Investing Activities. The Company has entered into new Textile & Clothing business during the Financial Year 2014-15. Material Changes and Commitments affecting financial position of the Company, occurring after Balance Sheet date: There were no material changes and commitments affecting the financial position of the Company between the end of the financial year (March 31, 2015) and date of the report (August 11,2015). Extract of Annual Return: The extract of the Annual Return in accordance with section 134 (3) of the Companies Act, 2013 in Form No. MGT-9 for the financial year ended March 31, 2015 is annexed hereto as Annexure - II and forms part of Director Report. Loans. Guarantees and Investments During the Financial year the Company has made Loan, Guarantees, Advances & Investment within the limits as prescribed under Section 186 of the Companies Act, 2013. Particulars of Contracts or Arrangements with Related Parties The Company has not entered into any contracts or arrangements with related party during the financial year 31st March, 2015. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed format AOC-2 has been enclosed as Annexure - III and forms part of this report. The policy on the materiality of related party transactions as approved by the Board may be accessed on the company's website: www.ra jputanainvestment. Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo The necessary information U/s 217(l){e) of the Companies Act, 1956 as required by the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 for Conservation of Energy, technology absorption and Foreign Exchange Earnings & Outgoings are not applicable to the Company. The disclosures are annexed as Annexure-IV and forms part of this Annual Report. Details of Directors ¦ Appointment of Directors: During the year your Company has appointed Mr. Ajay Agarwal, (Din: 01979911), Mr. Shyam Kumar Khetan, (Din: 00392405), as an Independent Director w.e.f 17th May, 2014. During the year under review Mr. Saket Jalan, (DIN: 00596773) was appointed as an Executive Director of the Company with effect from 10th May, 2014. At the Annual General Meeting of the Company held on 30th September, 2014 the members of the Company appointed Mr. Ajay Agarwal, (Din: 01979911)and Mr. Shyam Kumar Khetan (Din: 00392405)as an Independent Directors under the Act for a term of upto 31st March, 2019. Ms. Pankaj Kumar Kanodia, (Din: 07020952) was appointed as Managing Director of the Company w.e.f 17th November, 2014. Mrs. Guddi Singhania, (Din:01956814) was appointed as an Additional, Non-Executive, Independent Director of the Company w.e.f 17th November, 2014. Mr. Santanu Sen , (Din:07020142) was appointed as an Additional, Non-Executive, Independent Director of the Company w.e.f 17th November, 2014. • Cessation In Directorship during the Year: Mr. Mahesh Jatia, Director has resigned from the Board of the Company w.e.f. 10th July, 2014. Mr. Raj Kumar Sanganaria, Director, has resigned from the Board of the Company w.e. f. 3rd September, 2014. Mr. Rama Shanker Bajoria, Director, has resigned from the Board of the Company w.e. f. 15th September, 2014. Mr. Saket Jalan, (DIN: 00596773) Executive Director, has resigned from the Board of the Company w.e.f 17th November, 2014. Mr. Shyam Kumar Khetan, (Din:00392405) Non- Executive & Independent Director, has resigned from the Board of the Company w.e.f 17th November, 2014. Mr. Ajay Agarwal, (Din: 01979911) Non- Executive & Independent Director, has resigned from the Board of the Company w.e.f 17th November, 2014. • Statement on declaration given by Independent Directors under sub- section (6) of section 149 Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of interdependence as prescribed both under sub -section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. • Retirement by Rotation: During the financial year the Company has two Non-Executive Independent Directors and one Managing Director. According to Companies Act, 2013 Independent Director is not liable to retire by rotation and the Articles of Association does not permit Managing Director to retire by rotation. Details of Kev Managerial Personnel Mr. Pankaj Kumar Kanodia, (Din: 07020952) was appointed as a Managing Director of the Company w.e.f 17th November, 2014. The Board of Directors of the Company appointed Mr. Harish Agarwal as Company Secretary/ Compliance Officer of the Company w.e.f 1st December, 2014. Mr. Harish Agarwal has resigned from the post of Company Secretary cum Compliance Officer of the Company w.e.f 1st May, 2015. The Board of Directors of the Company appointed Ms. Neha Yadav as Company Secretary / Compliance Officer of the Company w.e.f 1st May, 2015. Mr. Pankaj Kumar Kanodia, (Din: 07020952) was appointed as a Chief Financial Officer of the Company w.e.f 28th May, 2015. The details concerning the appointment / re-appointment of Directors are attached to the notice convening the ensuing Annual General Meeting. Formal Annual Evaluation One of the vital function of the Board is monitoring and reviewing the Board evaluation framework formulated by the Nomination and Remuneration Committee that lay down the evaluation criteria for the performance of all the directors, In accordance with the provisions of the Acts and the Corporate Governance requirements as prescribed by securities and Exchange Board of India (SEBI) under Clause 49 of the Listing Agreement. A separate exercise was carried out to evaluate the performance of individuals Directors including the chairman of the Board on parameters such as level of engagement and contribution, Independence of judgment, safeguarding the interest of the company and its minority shareholders etc. The performance of the evaluation of the Non Independence Directors and Boards as a whole also carried out by the Independent Directors. The Board of Directors in its meeting held on 13th February, 2015 undertook the annual evaluation of its own performance, Board Committee and individuals Directors. The review concluded that the performance of the Directors, Committees & the Board as a whole, to be adequate and satisfactory. Subsidiaries. JVs or Associate Companies The company does not have any Joint Ventures or Associate Companies but it only has Subsidiaries Companies. During the financial year 2014-15 the Companies listed below have become its Subsidiary Companies and is furnished in Annexure- y (AOC-1) and forms part of this Annual Report. Companies which have become subsidiaries are as follows: Deepshika Infra India Limited Independent Realty India Limited Satyamev Properties Limited Secure Jewellers Limited Surestep Realtors Limited Ventrux Enclave Limited Particulars of Employees 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 are annexed as Annexure-VI. Public Deposit The company has not accepted any deposit within the meaning of the section 74 of the Companies Act, 2013. Directors Responsibility Statement The Directors' Responsibility Statement under Section 134 (5) referred to in clause (c) of sub-section (3) shall state 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& Regulations : 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 are adequate and operating effectively. Auditor's Report The Auditors have given their report on the annual accounts of the Company and there is no reservation or qualification made by them. The notes given in the Auditors' Report are self-explanatory and need no further clarification. Corporate Governance A report on Corporate Governance along with a Certificate from the Practicing Company Secretaries of the Company regarding the compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement are annexed to this Report. A separate report on Corporate Governance along with the Auditors certificate for its due compliance is forming part of this Annual Report. Management Discussion and Analysis Report A separate report on Management Discussion and Analysis as per Clause 49 of the Equity Listing Agreement with the Stock Exchanges is forming part of this Annual Report. CEO/CFO Certification The CEO/CFO Certificate on the financial statements of the company as required under clause 49 of the Equity Listing Agreements& forms part of this Annual Report. Penalties / Punishment / Compounding of Offences The Company is not having any penalties and punishment neither on itself and nor on its directors. 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 tradeoff. 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. This policy is also available on the Company's website www.raiputanainvestment.com Internal Financial Control Systems The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In the Opinion of the Board the existing internal control framework is adequate and commensurate to the size and nature of the business of the company, during the year such controls were tested and no reportable material weaknesses in the design or operation were observed. Whistle Blower Policy / Vigil Mechanism The company has formulated vigilance Mechanism /Whistle Blower Policy as per the provisions of the Companies Act, 2013 and clause 49 of the listing agreement to provide a mechanism for employees of the company to approach the vigilance officer/Chairman of the Audit Committee of the company safeguards against victimization of persons who use such mechanism. The vigilance officer places the report/ status of complaints received and resolved, if any to the members of Audit Committee. Further the aggrieved person can have directed access to the chairman of Audit Committee. The policy is readily available on Company's website www.raiputanainvestment.com Transfer of Amounts to Investor Education and Protection Fund The Company did not have any funds lying unpaid or unclaimed for a period of Seven Years. Therefore there was no funds which were required to be transferred to Investor Education And Provident fund (IEPF). Consolidated Financial Statements In the Accounting Standard 21 read with General Circular No 2/2011 dated 8th February, 2011 issued by Ministry of Corporate Affairs (MCA) and in compliance of the model Equity Listing Agreement with the Stock Exchange(S) the audited consolidated financial statement duly audited by the statutory auditor of the Company, together with the Audit Report is annexed with these accounts and forms part of the Annual Accounts. The Financial Statements of each of the Subsidiaries has been duly approved by the respective Board of Directors of the Subsidiaries. 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. 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 company's 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. 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 Business Conduct:" The code has been posted on the Company's Website www.rajputanainvestment.com Disclosure under Sexual Harassment of Women at Workplace (Prevention. Prohibition 8tRedressal) 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. Complaint Committee have been constituted 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 2014-15, A copy of the Policy against sexual harassment is posted on the Company's Website www.raiputanainvestment.com Nomination and Remuneration Policy of the Company The company's policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under section 178(3) of the Companies Act, 2013 is furnished in Annexure-VII And forms part of this report. Human Resources The Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the company during the year. Presently your company does not have any employee falling within the scope of section 217 (2A) of the Companies Act 1956 read with companies (particulars of the Employees) rules, 1975. Health. Safety and Environmental Protection The company has complied with all applicable laws. The Company has been complying with relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safely. Details of Significant and Material Orders passed by the Regulators. Courts and Tribunals impacting the going concern status and company's operation in future: There are no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operation in future. Acknowledgement: Lastly your Directors acknowledge the management team and executive staff who are instrumental to the growth of the Company. They also express their deep admiration and gratitude for the support and co-operation extended by the clients, bankers, investors, shareholders, and the media for their unwavering support through the years. Your Directors also wish to thank the employees at all levels, who through their sheer commitment, sense of involvement, utmost dedication and continued perseverance enabled the Company to achieve the overall development, growth and prosperity. By Order of the Board For Rajputana Investment & Finance Limited Pankaj Kumar Kanodia Managing Director (DIN: 07020952) Santanu Sen Director (DIN: 07020142) Place: Kolkata Date : 11th August, 2015 |