Dear Members,
The Board of Directors hereby submits the report of the business and operations of your
Company along with audited financial statements for the financial year ended March 31,
2022.
FINANCIAL HIGHLIGHTS
The financial highlights of the Company for the year ended March 31,2022 are presented
below:-
(Amount in lakhs)
| Particulars |
2021-2022 |
2020-2021 |
| Income from Operations |
206.30 |
396.27 |
| Other Income |
25.56 |
23.77 |
| Profit before Finance Costs and Depreciation and Amortization Expense |
19.90 |
83.51 |
| Finance Cost |
10.53 |
0.62 |
| Depreciation and Amortization Expense |
14.14 |
19.73 |
| Profit BeforeTax |
(4.77) |
62.84 |
| Less:Tax Expense |
3.98 |
3.65 |
| Profit afterTax |
(8.75) |
59.16 |
| Other Comprehensive Income |
|
|
| Total Comprehensive Income |
|
|
| Opening Balance of Retained Earnings |
-532.39 |
-590.63 |
| Less:Proposed Equity Dividend |
|
|
| Less: Dividend DistributionTax |
|
|
| General Reserve |
8.70 |
8.70 |
| Capital Reserve |
18.29 |
18.29 |
| Closing Balance |
-514.15 |
-505.40 |
DIVIDEND
No dividend is recommended for the financial year ended 31 st March 2022
OPERATIONALPERFORMANCE
The turnover of the Company duringtheyearis 206.30 lakhsand has made a profit of
Rs.8.75 lakhs. The Company has developed excellent engineering, planning and project
execution skills.The company has not undertaken any new real estate activity during the
year.
TRANSFERTO RESERVES
No amount has been transferred to reserves during the year under review.
MATERIAL CHANGESAFFECTINGTHE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report There has been
no change in the nature of business of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a
separate section, forming part of the Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have subsidiaries, joint ventures and associates companies for the
year under review.
SECRETARIAL STAN DARDS
The Directors state that applicable Secretarial Standards, i.e. SS-I and SS-2, relating
to ‘Meetings of the Board of Directors' and 'General Meetings', respectively, have
been duly followed by the Company
BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse Board in its success.
We believe that a truly diverse Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, race and gender,which will help us, retain our competitive advantage.
Currently, Board of Directors comprises of 5 Directors, out of which one Director is
aWoman Director and 3 Directors are Independent Directors.The Composition of Board is in
compliance with the provisions of the Regulation 17 of SEBI (Listing Obligation &
Disclosure Requirements),2015.
PUBLIC DEPOSITS
Your Company has not accepted any deposits and as such, no amount of principal or
interest was outstanding on the date of the BalanceSheet
RE-APPOINTMENT OFAUDITORS & AUDITORS REPORT
Your Company's StatutoryAuditors,M/s.N.Sankaran & Co, (Firm Reg No.0035908), Chartered
Accountants retire at the ensuing Annual General Meeting and, being eligible, offer
themselves for re-appointment-The Board recommends for their re-appointment for a period
of 5 years from the conclusion of the ensuingAGM till the conclusion ofAGM to be held in
the year 2027.
Pursuant to Sections 139 and 141 oftheAct read with the Companies (Audit and Auditors)
Rules 2014, M/s. N. Sankaran & Co has furnished a certificate of their eligibility and
consent as theAuditors of the Company.
The financial statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under Section 133 oftheAct.
M/s. N. Sankaran & Co, Chartered Accountants, Chennai, have submitted their audit
report. The observations of auditors in their reports are self-explanatory and therefore
do not call for any further comments. Subject to point no.Vlland VIII of annexure A to
independent auditor's report
In respect of statutory dues,the company has made part payment of TDS as on date The
Statutory Auditors were present at the lastAGM.
SECRETARIALAUDITORS
M/s, M. Damodaran &Associates LLP, Company Secretaries, were appointed as
Secretarial Auditors of your Company to conduct Secretarial Audit of records and documents
of the Company for FY 2020-21.
The Secretarial Audit Report confirms that the Company has complied with the provisions
of the Act,Rules, Regulations and Guidelines and thatthere were no deviations or
non-compliances.
The Secretarial Audit Report contains qualifications, reservations or adverse remarks
or disclaimers.The Secretarial Audit Report is provided in Annexure-A to this Report.The
management is taking necessary steps to correct the qualifications, reservations or
adverse remarks.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149 of the Act and the Listing Regulations, Mr. Meenakshi Sundaram
Elangovan, Mr, Ravi Shankar Sambasivan Pulya and Mr, Vijaya Raghavan.are the Independent
Directors of the Company as on date.
The Company has received the necessary declaration from each Independent Director in
accordance with Section 149(7) oftheCompaniesAct20l3 neadwhh Regulations 16 and 25(8) of
the Listing Regulations that he/she meets the criteria of independence as laid out in
Section 149(6) of the CompaniesAct,2013 and Regulations 16(1 )(b) and 25(8) ofthe Listing
Regulations.
AttheAGM held on 29th September,2021 Mr. Ravi Shankar Sambasivan Pulya was appointed
asan IndependentDirectoroftheCompanywhoholdsofficetill 19thSeptember, 2026.
At the AGM held on 27th September, 2017 Mr. Vijaya Raghavan was appointed as an
Independent Director ofthe Company who holds office till 29th June,2022.
At the AGM held on 30th September, 2019, Mr. Meenakshi Sundaram Elangovan was appointed
as an Independent Director ofthe Company who holds office till 31 st March 2024.
BOARD EVALUATION
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and The
Companies Act, 2013, provide that a formal annual evaluation needs to be made by the Board
of its own performance and that of its committees and individual directors. Schedule IV of
the Companies Act, 2013, states that the performance evaluation of independent directors
shall be done by the entire Board of Directors, excluding the director being evaluated.The
evaluation of all the directors and the Board as a whole was conducted based on the
criteria and frame work adopted by the Board.
DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) ofthe Companies Act, 2013, the Directors, to the best of
their knowledge and belief,confirm that;
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there has been no material departure;
ii. the Directors had selected such accounting policies and applied them consistently
and made judgements 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 ofthe financial year and of
the loss ofthe Company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions ofthe Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
iv. the Directors had prepared the annual accounts on agoing concern basis;
v. the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively
vi. the Directors had devised proper systems to ensure compliance with theprovision of
all applicable laws and that such systems wereadequate andoperating effectively.
INTERNAL FINANCIAL CONTROLAND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to the Company's policies, 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.
CODE OF CONDUCT FORTHE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of InsiderTrading) Regulation,2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed, and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing
in Company securities.
The InsiderTrading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive in formation and code of conduct for the
prevention of insider trading isavailable on our website.
INVESTOR EDUCATION & PROTECTION FUND
There was no unpaid/undaimed dividend to be transferred to IEPF Account for the
financial year ended 31 -Mar-2022
LISTING
The securities of the Company are listed on BSE Limited.
DEPOSITORY SYSTEM
Trading in Equity shares of the Company is permitted only in dematerialized form. All
requests for dematerialization of shares are processed and the confirmation is given to
the respective depositories i.e. NSDL and CDSL within the stipulated time. Upto 31 st
March 2022, NSDL 70.5101 &CDSL 19.2977Total-89.81% Equity Shares of the Company have
been dematerialized.
Number of Board Meeting held
The Board of Directors duly met 11 (eleven) times during the financial year from 1st
April, 2021 to 31st March, 2022. The date son which the meetings were held are as follows:
04.06.2021, 21.06.2021, 25.06.2021, 11.08.2021, 01.09.2021, 30.09.2021, 03.11.2021,
01.12.2021, 13.12.2021, 10.02.2022, 28.03.2022. The intervening gap between the meetings
was within the period prescribed under the Companies Act, 2013 and the listing
regulations.
| S.No |
Date of Meeting |
Board Strength |
No. of directors Present |
| 1 |
04.06.2021 |
5 |
5 |
| 2 |
21.06.2021 |
5 |
5 |
| 3 |
25.06.2021 |
5 |
5 |
| 4 |
11.08.2021 |
5 |
5 |
| 5 |
01.09.2021 |
5 |
5 |
| 6 |
30.09.2021 |
5 |
5 |
| 7 |
03.11.2021 |
5 |
5 |
| 8 |
01.12.2021 |
5 |
5 |
| 9 |
13.12.2021 |
5 |
5 |
| 10 |
10.02.2022 |
5 |
5 |
| II |
28.03.2022 |
5 |
5 |
INFORMATION AS PER SECTION 134(3) (M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OFTHE
COMPANIES (ACCOUNTS) RULES, 2014 - CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGSAND OUTGO:
The Company's core activity at present is civil construction which is not power
intensive. The Company is making every effort to reduce the consumption of power.
FOREIGN EXCHANGE EARNINGSAND OUTGO
Foreign Exchange Earnings Rs.Nil (PreviousYearRs.Nil/-)
|
Year ended 31.03.2022 |
Year ended 31.03.2021 |
| Particulars |
INR |
In foreign Currency |
INR |
In foreign Currency |
|
|
Foreign Exchange < |
'Utgo |
|
| Imports |
NIL- |
-NIL- |
-NIL- |
-NIL- |
| ForeignTravel |
-NIL- |
-NIL- |
-NIL- |
-NIL- |
INTERNAL AUDITOR
The provisions of Section 138(1) of the Companies Act, 2013 read with Rule 13 of
Companies (Accounts) Rules, 2014 with regard to appointment of internal auditoris
applicable to the Company.
CHANGE IN DIRECTORSAND KMP Re-appointments
Mr. GURUSWAMY RAMAMURTHY (DIN: 00060323) is retiring by rotation and being eligible
offers himself for re-appointment.
VIGILMECHANISM
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a
Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company at
www.rflindia.org.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed
herewith as Annexune-B.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an arm's
length basis and were in the ordinary course of business.There were nomaterially
significant related party transactions with the Company's Promoters, Directors, Management
or their relatives, which could have had a potential conflict with the interests of the
Company.Transactions with related parties entered by the Company in the normal course of
business are periodically placed before the Audit Committee for its approval and the
particulars of contracts entered during the year as per FormAOC-2 is enclosed
asAnnexure-C.
The Board of Directors of the Company has, on the recommendation of the Audit
Committee, adopted a policy to regulate transactions between the Company and its Related
Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules
there underand the ListingAgreement. This Policy was considered and approved by the Board
has been uploaded on the website of the Companyatwww.rflindia.org.
CORPORATE SOCIAL RESPONSIBILITY(CSR)
Corporate social responsibility provisions are not applicable to your company as your
company did not qualify the rules provided in Section 135 of the CompaniesAct 2013.
CORPORATE GOVERNANCE
As per Regulation! 5 of SEBI (Listing Obligation & Disclosure Requirements), 2015,
the company is exempted from complying with the provisions of Corporate Governance, since
the paid-up equity share capital does not exceed Rs.10 crores and net worth does not
exceed Rs.25 crore.
COMMITTEES OF THE BOARD
Currently, the Board has three committees. They are:
(i) Audit committee
TheAudit committee consists of Independent directors.The following is its composition:
1. Mr. MeenakshiSundaramElangovan - Chairperson;
2. Ms.Usha-Member;
3. Mr. Ravi Shankar SambasivanPulya- Member.
(ii) Nomination & remuneration committee
The Nomination & remuneration committee consists o independent directors. The
following is its composition:
I .Mr. VijayaRaghavan-Chairperson
2. Mr. Ravi Shankar SambasivanPulya-Member;
3. Mr. MeenakshiSundaramElangovan-Member.
(iii) Stakeholders' relationshipcommittee
The Stakeholders' relationship committee consists of Independent directors. The
following is its composition:
1. Mr. MeenakshiSundaramElangovan-Chairperson;
2. Ms. Usha-Member;
3. Mr. Ravi ShankarSambasivan Pulya- Member.
COMMITTEE MEETING ATTENDANCE
Audit Committee
| S.NO |
Date of Meeting |
Board Strength |
No.of directors Present |
| 1 |
21.06.2021 |
3 |
3 |
| 2 |
11.08.2021 |
3 |
3 |
| 3 |
03.11.2021 |
3 |
3 |
| 4 |
10.02.2022 |
3 |
3 |
Nomination & Remuneration Committee
| S.NO |
Date of Meeting |
Board Strength |
No.of directors Present |
| 1. |
01.09.2021 |
3 |
3 |
| 2. |
01-12-2021 |
3 |
3 |
Stakeholders' relationship committee
| S.No |
Date of Meeting |
Board Strength |
No.of directors Present |
| 1 |
11.10.2021 |
3 |
3 |
| 2 |
07.02.2022 |
3 |
3 |
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder:
| S.No Name |
Designation |
Remuneration paid FY 2021-22 lakhs |
Remuneration paid FY 2020-21 lakhs |
Increase in remuneration from previous year lakhs |
Ratio/Times Median of employee remuneration |
| 1 G Ramamurthy |
Managing Director |
5.40 |
4.05 |
0.75 |
ITime |
| 2. RUsha |
WholeTime Director |
5.40 |
5.40 |
- |
- |
PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act,2013 are given in the notes to the Financial Statements. DEVELOPMENTAND
IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy of
the Company on risk management is provided elsewhere in this Annual Report in Management
Discussion andAnalysis.
SHARES
a-BUYBACKOF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review
d. RIGHTS ISSUE
The Company has not issued any Bights issue during the year under review.
e. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
f. SHARESWITH DIFFERENTIAL RIGHTS
Company has not issued any shares with DifferentialRights for the year under review.
Maintenance of cost record
The provisions of section 148(1) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 as amended with regards to applicability for cost audit
is not applicable to the company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention, Prohibition
and Redressal)Act,2013
The Company does not have in place an Anti Sexual Harassment Policy in line with the
requirements ofThe Sexual Harassment ofWomen at the Workplace (Prevention, Prohibition
Prohibition&Redressal) Act,2013. No such Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual harassment.
PARTICULARS OF EMPLOYEES
The provisions of section 197 of the Companies Act, 2013 read with Rule 5 ofThe
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) as amended
does not apply to our company.
ORDER OF COURT
No material orders had been passed by the regulators or courts orTribunals.
LOAN FROM DIRECTORS
Pursuant to proviso to Rule 2(l)(c)(viii) ofThe Companies (Acceptance of Deposits)
Rules, 2014,the Company has not accepted any Loans from the any of the director of the
company THE INSOLVENCY AND BANKRUPTCY CODE.2016:
There is no application made or no proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) to the CENTRAL
GOVERNMENT:
There was no report of fraud by the auditor which is being or has been committed
against the company by its officers or employees during the year.
DETAILS OF DIFFERENCE IN VALUATION:
There was no difference between the amount of valuation done at the time of one time
settlement and valuation done while taking loan from the banks or financial institutions. ACKNOWLEDGEMENTS
The Board places on record its appreciation for the assistance and co-operation
received from the Banks and Government Authorities.
The Board also places on record its gratitude to the employees a tall levels for their
commitment and dedicated efforts.The Directors are also thankful to the shareholder for
their continued support to the Company.
| Place: Chennai |
By Order of the Board |
| Date: 19/08/2022 |
for RAJESWARI INFRASTRUCTURE LIMITED |
|
Guruswamy Ramamurthy |
|
Managing Director {DIN: 00060323) |
|