Your Directors have pleasure in presenting their Sixtieth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone as well as Consolidated) for the year ended March 31, 2023.
1. KEY FINANCIAL HIGHLIGHTS
The Company has prepared the Financial Statements for the financial year ended March 31, 2023 in conformity with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the "Act") read with the C ompanies (Indian Accounting Standards) Rules, 2015, as amended .
| |
Standalone
|
Consolidated
|
|
|
Particulars
|
FY 2022-23
|
FY 2021-22
|
FY 2022-23
|
FY 2021-22
|
|
|
Revenue from Operations
|
587.15
|
456.30
|
9232.00
|
9316.16
|
|
Other Income
|
287.58
|
315.65
|
628.38
|
499.37
|
|
Total Income
|
874.73
|
771.95
|
9860.37
|
9815.53
|
|
Less :Total Expenses
|
258.24
|
265.11
|
8247.63
|
7416.48
|
|
Profit before tax & Extraordinary items
|
616.49
|
506.84
|
1612.74
|
2399.05
|
|
Add : Extraordinary Items
|
-
|
-
|
-
|
-
|
|
Less : Tax Expenses
|
113.31
|
86.38
|
320.00
|
595.98
|
|
Profit after tax
|
503.18
|
420.46
|
1292.74
|
1803.07
|
|
Add: Other Comprehensive Income/(loss)
|
(117.56)
|
107.30
|
(255.93)
|
350.63
|
|
Total Comprehensive Income
|
385.62
|
527.76
|
1036.80
|
2153.70
|
|
Profit available for appropriation
|
|
|
|
|
|
Balance of profit for earlier years
|
4414.77
|
3888.06
|
9115.85
|
7311.82
|
|
Add: Total Comprehensive Income
|
385.62
|
527.76
|
871.85
|
1917.81
|
|
Less: Profit available for appropriation
|
-
|
-
|
16.59
|
(0.72)
|
|
Less: Proposed Dividend
|
-
|
-
|
108.80
|
-
|
|
Less Transfer to Statutory Reserve
|
(77.13)
|
(1.06)
|
(77.12)
|
(113.05)
|
|
Less Transfer to Statutory Reserve for Prior Period
|
(104.50)
|
-
|
-
|
-
|
|
Balance c/f to Balance Sheet
|
4618.78
|
4414.77
|
9785.19
|
9115.85
|
2. COMPANY OVERVIEW
RSD Finance Limited is a Company registered under the Companies Act, 1956. It is registered with the Reserve Bank of India (RBI) in the category of "Non-Banking Financial Institution - Non Systemically Important, Non Deposit taking Company (NBFC-ND-NSI) under the RBI Regulations and has a certificate under section 45 IA of the RBI Act, 1934.
As part of our business activities, we are predominantly focused in the business of loans and advances, acquisition of shares/ stocks/ bonds/ debentures/ securities issued by Government or local authority or other marketable securities of a like nature. We also provide Job Work services.
3. Statutory Disclaimer
The Company is having a valid Certificate of Registration dated May 2, 1998 issued by the RBI under Section 45-IA of the Reserve Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for discharge of any liability by the Company.
Neither there is any provision in law to keep, nor does the Company keep any part of the deposits with RBI and by issuing a Certificate of Registration to the Company, RBI neither accepts any responsibility nor guarantees the payment of deposits to any depositor or any person who has lent any sum to the Company.
4. BUSINESS PERFORMANCE REVIEW
On a standalone basis, the Company achieved a turnover of Rs. 874.73 lakhs as compared to the turnover of Rs. 771.95 lakhs recorded during the previous financial year ended March
31, 2022. The Net Profit before tax and exceptional items of your Company for the financial year ended March 31, 2023 stood at Rs. 616.49 Lakhs as against the Net Profit of Rs. 506.84 Lakhs for the financial year ended March 31, 2022. Basic earnings per share work out to Rs. 2.98 compared to Rs. 4.08 in the previous year.
On a consolidated basis, your Company recorded a total income of Rs. 9,860.37 Lakhs during the financial year ended March 31, 2023 as compared to the turnover of Rs. 9,815.53 lakhs recorded during the previous financial year ended March 31, 2022 and achieved a consolidated Net Profit before tax of Rs. 1612.74 Lakhs for the financial year ended March 31, 2023 as against the Net Profit of Rs. 2,399.05 Lakhs for the financial year ended March 31, 2022.
In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Consolidated and Standalone Financial Statements are available on the website of the Company at web link www.rsdfinancelimited.com.
Any member who is interested in obtaining a copy of the Annual Report may write to the Company at the Registered Office of the Company. Further, a detailed analysis of Company's performance is included in the Management Discussion and Analysis, which forms part of this Annual report.
5. CHANGES IN THE NATURE OF THE BUSINESS
There have been no changes in the nature of the business of the Company or the subsidiaries during the year under review.
6. FUTURE PROSPECTS
The state of Company's affair and future outlook is discussed in the Management Discussion & Analysis section of this Annual Report.
7. DIVIDEND
Your Director's regret for not recommending any Dividend on Equity Shares of the Company for the financial year ended 31 March, 2023.
8. UNCLAIMED/UNPAID DIVIDEND
In terms of the provisions of Section 124(5) of the Companies Act, 2013, the Company did not have any unclaimed/unpaid dividend which was/is required to be transferred to the Investors Education and Protection Fund.
9. RESERVES
The Company proposes to transfer Rs. 77.13 lakhs to the statutory reserves and an amount of Rs. 4,618.77 lakhs is proposed to be retained in the P/L account during the Financial Year 2022-23.
10. SHARE CAPITAL
The Equity shares of the Company are listed on the Bombay Stock Exchange (BSE) and the Calcutta Stock Exchange (CSE). The paid-up Equity Share Capital as on March 31, 2023 was Rs. 6.47 crores.
During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity.
As on March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
11. MATERIAL CHANGES AND
COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There have been no material changes and commitments between the end of FY 2022-23 and the date of this report, affecting the financial position of the Company.
12. PUBLIC DEPOSIT
Being a Non Deposit taking Non-Banking Financial Company, your Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.
13. FINANCIAL LIQUIDITY
The Company's cash and cash equivalents as on March 31, 2023 is Rs. 52.22 lakhs as compared to Rs. 71.89 lakhs as on March 31, 2022. The Company continues to focus on judicious management of its working capital. Receivables and other working capital parameters were kept under strict check through continuous monitoring.
14. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATES
The Company has two material subsidiaries Precision Automotive Private Limited and SRP Oil Private Limited and one step down subsidiary Sigma HTS LLP. There are no Associate or Joint venture Companies within the meaning of section 2(6) of the Companies act, 2013. There has been no material change in the nature of business of the subsidiaries.
No entity became or ceased to be the subsidiary, joint venture or associate of RSD Finance Limited during Financial Year 2022-23.
The Annual Reports of these Subsidiaries will be made available for inspection by any Member of the Company at the Registered Office of your Company at Holding No. - 4, The Alcor Hotel, Ramdas Bhatta, Bistupur, Jamshedpur - 831001 during business hours on all days except Saturdays, Sundays and Public Holidays between 12.30 pm and 03.00 pm up to the date of ensuing AGM. The Annual Reports of the aforesaid Subsidiaries for the financial year ended March 31, 2023 shall be provided to any Member of the Company upon receipt of written request. In view of the continuing statutory restrictions on the movement of persons at several places in the Country, Members may also send an advance request at the e-mail id -rsdfinance.ltd@gmail.com for an electronic inspection of the aforesaid documents.
The Annual Reports along with the Audited Financial Statements of each of the Subsidiaries of your Company are also available on the website of the Company at www.rsdfinancelimited.com
As required under Regulations 16(1) (c) & 46 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 "SEBI Listing Regulations", the Board of Directors had approved the Policy for determining Material Subsidiaries ("Policy"). The details of the Policy are available on the website of the Company www.rsdfinancelimited.com/InvestorRelations/ Codes/Polices
15. PERFORMANCE OF SUBSIDIARIES
i) S R P OIL PRIVATE LIMITED
The Company continues to holds 52.55% shares in SRP Oil Private Limited. SRP is a material unlisted subsidiary Company of RSD
Finance Limited as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. It is engaged in the business of the hospitality industry. It is carrying business in the brand name of "The Alcor Hotel" in Jamshedpur, Jharkhand.
Net revenue of SRP Oil increased to Rs. 2224.13 lakhs in the Financial Year 2022-2023 compared to Rs.1392.19 lakhs in the previous year. The net profit before tax increased to Rs. 481.23 lakhs during the FY 2022-2023 compared to 199.64 lakhs earned in the previous year.
ii) PRECISION AUTOMOTIVE PRIVATE LIMITED (PAPL)
Precision Automotive Private Limited continues to be a wholly owned material subsidiary Company of RSD Finance Limited. During the financial year 2022-23, the Company earned income from investment activities and
generation and transmission of solar energy.
The revenue from operations of PAPL was Rs. 655.89 lakhs in the Financial Year 2022-23 compared to Rs.1262.67 lakhs earned in the previous year. The net profit before tax during the period was 460.28 lakhs as compared to a profit of Rs. 1109.10 lakhs earned in the previous year.
iii) SIGMA HTS LLP
SIGMA HTS is a Limited Liability Partnership whose majority stake is held by Precision Automotive Private Limited, the wholly owned subsidiary of your Company. Sigma HTS LLP deals in providing heat treatment solutions.
During the financial year, the LLP earned total revenue of Rs. 6142.31 lakhs as compared to Rs. 6423.21 lakhs earned in the previous year. Further, it has earned a profit of Rs. 54.75 lakhs as compared to Rs. 583.47 lakhs earned in the previous year.
The Company does not have any associate or a joint venture.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial Statements of the aforesaid subsidiaries has been provided in Form AOC-1, attached as "Annexure - A" and forms a part of this Report.
16. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the requirements in terms of Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as 'Listing Regulations') the Company has prepared Consolidated Financial Statements in accordance with Ind AS 110 - "Consolidated Financial Statements" and Ind AS 27 -"Separate Financial Statements." The Consolidated Financial Statements forms part of this Report.
17. LISTING
The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange (BSE) and the Calcutta Stock Exchange Limited (CSE). The scrip code number of the Equity Shares of the Company on BSE is 539875 and on CSE is 28123 respectively.
Annual Listing fees for the year 2022-23 has already been paid to both the Stock Exchanges.
18. DIRECTORS
As on March 31, 2023, the Board of Directors of your company consists of 6 Directors. Their details are as follows:
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Name of the Director
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Category
|
|
Mr. Rajeev Singh Dugal
|
Managing Director
|
|
Ms. Upneet Dugal
|
Executive Director
|
|
Mrs. Kawaljeet Kaur Dugal
|
Non- Executive Non - Independent Director
|
|
Mr. Sushil Kumar Khowala
|
Independent Director
|
|
Mr. Harsh Kumar Pandey
|
Independent Director
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|
Mr. Sukant Bari
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Independent Director
|
The profile of all the Directors can be accessed on the Company's website at www.rsdfinancelimited.com/companyprofile.
None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such authority.
The Board was duly constituted in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.
There were no changes in the Board of Directors of the Company during the year.
Retirement by rotation Mrs. Kawaljeet Kaur Dugal
In accordance with the provisions of Section 152 of the Companies Act, 2013, Regulation 36 of the Listing Regulations and the Company's Articles of Association, Mrs. Kawaljeet Kaur Dugal (DIN - 00052100), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.
The brief resume/details relating to Director who is to be reappointed is furnished in the Notice of the ensuing AGM.
The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.
Code of Conduct for Directors and Employees
The Company has adopted a Code of Conduct for its Directors and employees including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said Codes can be accessed on the Company's website at www.rsdfinancelimited.com.
In terms of the Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their respective codes. The Managing Director has also confirmed and certified the same, which is provided at the end of the Report on Corporate Governance.
19. MEETINGS OF THE BOARD
During the year five meetings of the Board were held during the year under review. For
details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
20. KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company as on 31 March 2023:
1. Mr. Rajeev Singh Dugal - Managing Director
2. Mr. Ravi Joshi - Chief Financial Officer
3. Mr. Aditya Srivastava - Company Secretary and Compliance Officer
21. INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, confirming that they fulfill the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.
The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.
The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have the requisite integrity, experience and relevant experience in their respective fields including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.
22. FAMILARISATION PROGRAMME
In order to encourage active participation from the Independent Directors and also to enable them to understand the business environment of the Company in depth and to assist them in performing their role as Independent Directors of the Company, Familiarization Programmes for the Independent Directors have been adopted.
Once appointed, the Independent Directors undergo the Familiarization Programme of the Company wherein the necessary information and relevant documents in respect to the industry, the regulatory environment in which the Company operates and the Annual Reports of past financial years are provided to them. The Managing Director of the Company also has a one to one discussion with the newly appointed Director to familiarize him with the Company's culture.
Pursuant to Regulation 46 of the Listing Regulations, the details of the Familiarization program of the Independent Directors are available on the website of the Company at www.rsdfinancelimited.com/investorrelations/c odes&policies (Path)
23. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Separate meeting of Independent Directors of the Company without the presence of the Executive Directors and the Management representatives was held on March 22, 2023, as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the SEBI LODR. At the said meeting, the Independent Directors inter alia, reviewed and discussed:
- Performance of Non-Independent Directors and the Board of Directors as a whole.
- Performance of the Chairman of the Company.
- assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All the Independent Directors of the Company attended the Meetings of Independent Directors. The Independent Directors expressed their satisfaction to the desired level on the governance of the Board.
24. BOARD AND ITS COMMITTEES
The Board met five times during the financial year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Regulation, 2015. The details of the meetings of the Board, attendance of Directors, etc. is given separately in the Report of Corporate Governance which forms part of the report.
Board Committees
The following are the Board Committees during
the Financial Year 2022-23:
1. Audit Committee;
2. Nominations & Remuneration Committee;
3. Stakeholders' Relationship Committee;
4. Corporate Social Responsibility Committee;
5. Risk Management Committee and
All recommendations made by the committees were approved by the Board. The composition of each of the above Committees, their respective roles, attendance and responsibilities are provided in detail in the Corporate Governance Report
25. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms that:
(a) in the preparation of Annual Accounts for the financial year ended March 31, 2023, the applicable Ind AS have been followed and there are no material departures from the same;
(b) 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 31st March, 2023 and of the profit and loss of the Company for the year ended on that day;
(c) 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;
(d) the Annual Accounts for the year ended 31st March, 2023 have been prepared on a "going concern" basis;
(e) 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; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Further, there are no qualifications, reservations or adverse remarks made by the Statutory Auditors/ Secretarial Auditors in their respective reports.
26. BOARD EVALUATION
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, the Nomination and Remuneration Committee and the Board of Directors have formulated a policy for performance evaluation of its own performance, of various mandatory Committees of the Board and of the individual Directors.
In terms of the provisions of Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, 2015 and Section 178 of the Companies Act, 2013, the performance evaluation process of all the Independent and Non-Independent Directors of the Company was carried out by the Nomination and Remuneration Committee.
Further, in terms of Regulations 17(10) of the SEBI Listing Regulations, 2015 and Schedule IV of the Companies Act, 2013, the Board of Directors carried out the performance
evaluation of the Independent Directors (excluding the Director being evaluated), its own performance and that of its Committees.
The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance through structured questionnaire. The entire performance evaluation process was completed to the satisfaction of Board.
Independent Directors in their separate meeting held on March 22, 2023 under Regulation 25(4) of the SEBI Listing Regulations, 2015 and Schedule IV of the Companies Act, 2013 had:
(i) reviewed the performance of NonIndependent Directors and the Board as a whole;
(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of executive and nonexecutive Directors; and
(iii) assessed the quality, quantity and timelines of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.
The Board of Directors has expressed its satisfaction on the functioning and performance of Board and Committees and the performance of individual directors. It emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed to the collective wisdom of the Board, keeping in mind his/her own background and experience. There was active participation and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner. The Directors even expressed their satisfaction with the evaluation
process.
27. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements of the Company, as designed and implemented by the Company, are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.
The internal audit is entrusted to M/s. Heerwal & Associates, a reputed firm of Chartered Accountants. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies of the Company and its subsidiaries. It also imparts guidance and constructive suggestions for improvement of the audit function in the Company.
The Audit Committee of the Board of Directors, comprising of independent directors regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any.
Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Act forms part of the Audit Report.
28. INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures
are designed to ensure reliability of financial reporting, timely feedback on achievement of goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
Your Directors confirm that during the year under review, there were no reportable material weaknesses in the present systems or operations of internal controls.
29. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO
The Company is a non-banking financial Company and is also involved in job work activities. The Company's activity involves very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption.
However, efforts are made to further reduce energy consumption. The Company did not have any foreign exchange earnings and expenditures during the year.
30. RELATED PARTY TRANSACTION
All Related Party Transactions entered into by your Company during the financial year were on arm's length basis and were in the ordinary course of business and in compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Indian Accounting Standards on "Related Party Disclosure (Ind AS-24)."
There were no materially significant transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. There were no contracts or
arrangements entered into with related parties during the year to be disclosed under sections 188(1) and 134(h) of the Act in form AOC-2. All transactions with related parties were placed before the audit committee for prior approval at the beginning of the financial year. The transactions entered into pursuant to the approval so granted were placed before the audit committee for its review on a quarterly basis. None of the directors has any pecuniary relationship or transaction vis-a-vis the company
Form AOC-2 forms part of the report as "Annexure - B".
The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 28 to the Standalone Financial Statement of the Company. The Company in terms of Regulation 23 of the Listing Regulations submits within 15 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the specified format to the stock exchanges. The said disclosures can be accessed on the website of the Company at
https://www.rsdfinancelimited.com/investorrela
tions/stock-exchange-disclosures.
The Board has approved and adopted the Policy on Related Party Transactions and the same is uploaded on the Company's website -www.rsdfinancelimited.com/InvestorRelations/ Codes/Policies
None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company save and except the payment of sitting fees to Independent Directors and the remuneration given to executive directors.
31. RISK MANAGEMENT
Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy. The policy provides for identification, assessment and control of risks that in the opinion of the Board may threaten the existence of the Company. The above policy is being reviewed/re-visited at such other intervals as deemed necessary for modifications and revisions, if any.
32. DISCLOSURES OF TRANSACTIONS
OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/PROMOTER
GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTED ENTITY, IN THE FORMAT PRESCRIBED IN THE RELEVANT ACCOUNTING STANDARDS FOR ANNUAL RESULTS.
Rajeev Singh Dugal and Rajeev Singh Dugal Trust hold 10% or more shares in the Company. The details of transactions with promoter/ promoter group holding 10% or more shares have been disclosed in the financial statement which is part of the Annual Report.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee has been constituted by the Board of Directors.
The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.
The CSR Policy may be accessed on the Company's website at the www.rsdfinance limited.com
The report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure - C" and forms an integral part of the report.
34. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism/Whistle Blower Policy which is approved and adopted by the Board of Directors of the Company.
The Policy provides a framework to promote responsible and secured reporting of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at www.rsdfinancelimited.com.
The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under this policy during the year.
35. COMPANY'S POLICY ON
APPOINTMENT AND
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The Board has, on recommendation of the Nomination and Remuneration Committee, formulated a policy for selection and appointment of Directors, senior management and their remuneration in accordance with the Act and the Listing Regulations.
The Nomination & Remuneration Policy of the Company aims to attract, retain and motivate qualified personnel of the Company and seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company.
The Company pays remuneration to Independent Directors by way of sitting fees and Executive Non-Independent Directors of your Company do not accept any sitting fees. Remuneration to Directors is paid within the limits as prescribed under the Companies Act, 2013 and the limits as approved by the Members of the Company, from time to time. There have been no changes in the said policy during the financial year. The policy is available on the Company's website at www.rsdfinancelimited.com/investor relations/codes/policies (path) and is also annexed and forms part of the report as "Annexure - D"
Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and forms part of this Report.
36. AUDITORS AND THEIR REPORTS
The matters related to Auditors and their Reports are as under:
Statutory Auditors & their Reports
The Shareholders of the Company at the 59th Annual General Meeting of the Company held on September 30, 2022, approved the reappointment of M/s. Prasad Kumar & Co., Chartered Accountants, Jamshedpur, bearing Registration No. 008816C, as the Statutory Auditors of the Company to hold office for a second term commencing from the conclusion of the 59th Annual General Meeting till the conclusion of the 64th Annual General Meeting
of the Company to be held in the year 2027, at a remuneration as may be mutually decided between the Board of Directors and M/s. Prasad Kumar & Co., from time to time .
The Company has received the written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Prasad Kumar & Co for their reappointment.
The report of the Statutory Auditor forms part of the Annual Report 2022- 23. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.
Secretarial Auditor & their Reports
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 of Directors of the Company has appointed Mr. Sital Prasad Swain, Company Secretary in practice (Membership No. F6338 & CP No. 6814) to conduct the Secretarial Audit for the FY 202223.
The Secretarial Audit Report confirms that the Company has complied with the provisions of the Companies Act, 2013, Rules, Listing Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report certified by the Secretarial Auditors, in the specified form MR-3 is annexed herewith and forms part of this report.
Further, in compliance of Regulation 24A of the Listing Regulations, Company's unlisted material subsidiaries also undergo Secretarial Audit and the Secretarial Audit Reports of the Company and its unlisted material subsidiaries
thereto in the prescribed Form No. MR-3 is attached as Annexure - E, E(I) and E(II) forming part of this Report. The same are also available on the website of the Company.
The Secretarial Audit Report of your Company and its unlisted material subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.
Furthermore, the Secretarial Auditor, Mr. Sital Prasad Swain, Practicing Company Secretaries, has also certified the compliance as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and same has been intimated to the stock exchanges within the stipulated time and there stood no qualification reported by the Secretarial Auditor.
Mr. Sital Prasad Swain has certified that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as director of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The said certificate is appended to the Board's Report and should also form a part of the Corporate Governance Report of the Board as required under the SEBI Listing Regulations.
Further, the Board of Directors of the Company has re-appointed Mr. Sital Prasad Swain to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Company has received a written consent from him that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.
Cost Auditors
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable in respect of the business activities carried out by the Company.
37. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Board's Report and are marked as '"Annexure -F'.
In accordance with section 136 of the Act, the report and accounts are being sent to the members and others entitled thereto. The statement prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection. If any member is interested in obtaining a copy, such member may send an e-mail to the company secretary in this regard.
38. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
Details of loans, guarantees and investments covered under Section 186 of the Act are provided in Note 5 and 6 forming part of Financial Statements.
39. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading for its Designated Persons in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down Guidelines which advise the insiders on procedures to be followed and disclosures to be made, while dealing with the shares of the Company, and cautioning them of the consequences of violations. 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 of Directors of the company in its meeting held on 29th May, 2023 amended the "Internal Code of Practices and Procedures for Prevention of Insider Trading" to incorporate the recent changes in the regulation.
The Company has also adopted 'Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code aims to set forth a framework and policy for fair disclosure of events and occurrences that could resolutely impact price of the Company's securities. The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information.
Further, as required under the regulations, Company is maintaining a structured Digital database [SDD].
The codes can be accessed at: www.rsdfinancelimited.com
All the Board of Directors and designated employees have confirmed compliance with the Code.
40. NUMBER OF BOARD MEETINGS
During the year under review, five Board Meetings were convened and held on May 30, 2022, August 14, 2022, November 14, 2022, February 14, 2023 & February 28, 2023, the details of which are given in the Corporate Governance Report which is forming part of this Annual Report.
41. ANNUAL RETURN
The annual return of the company is also available on the company's website at www.rsdfinancelimited.com and is available at
the link
www.rsdfinancelimited.com/investorrelations/a
nnualreturn
42. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.
43. CORPORATE GOVERNANCE
The Company believes that establishing good corporate governance practices in each and every function of the organization leads to increased operational efficiencies and sustained long term value creation for all stakeholders. In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, the following forms part of this Report:
(i) Report on the Corporate Governance;
(ii) Declaration regarding compliance to Code of Conduct by Board Members and Senior Management Personnel;
(iii) A certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority;
(iv) the Certificate duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2023 as submitted to the Board of Directors at their meeting held on May 29 2023 and
(v) Auditors' Certificate regarding compliance of conditions of Corporate Governance
44. SECRETARIAL STANDARDS
During the Financial Year 2022-23, the Company has complied with all the relevant provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings (SS1 and SS2).
45. RBI REGULATIONS
The Company has complied with the applicable regulations of RBI.
46. RBI GUIDELINES
The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.
47. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.
48. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee under Section 143 (12) of Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Board's Report.
49. APPLICATION/PROCEEDING PENDING UNDER IBC:
None of the application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year
50. HUMAN RESOURCES
Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of the Company and the group fully identify with the Company's and the groups vision and business goals.
51. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has zero tolerance for sexual harassment at workplace. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace and constituted the Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.
The Company has not received any complaint under the said policy. Web link for the policy in the website is
www.rsdfinancelimited.com/codes-policies.
52. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these
items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares and ESOP) to the employees of the Company under any scheme.
c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
d) Business Sustainability and Responsibility Report is not applicable on the Company.
e) Formation of Dividend Distribution Policy is not applicable on the Company.
f) Your Company has not raised funds through preferential allotment or qualified institutions placement as per Regulation 32(7A) of the Listing Regulations.
g) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable
Place: Jamshedpur Date: 24.08.2023
53. APPRECIATION
Your Directors would like to acknowledge the role of all its stakeholders' viz., shareholders, bankers, lenders, borrowers and all others for their continued support to your Company and the confidence and faith that they have always reposed in your Company.
Your Directors acknowledge and appreciate the guidance and support extended by all the Regulatory authorities including Securities Exchange Board of India (SEBI), Reserve Bank of India (RBI), Ministry of Corporate Affairs (MCA), Registrar of Companies, Kolkata (ROC), the Stock Exchanges and the NSDL and CDSL.
We value the professionalism of all the employees who have proved themselves in a challenging environment and whose efforts have stood the Company in good stead and taken it to present level.
For and on behalf of the Board
Sd/- Sd/-
Rajeev Singh Dugal Upneet Dugal
Managing Director Director
DIN: 00052037 DIN: 07680726
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