Directors Report of Rajputana Investment & Finance Ltd.

Mar 31, 2025

It’s a matter of enormous pleasure to present to you the 83^rdAnnual Report for the Financial
Year2024-2025 on the business and operations of the Company together with the Audited
Statement ofAccounts for the year ended 31st March 2025. This year has been marked by
substantialachievements that will define the future of our company.

Growth of the Indian Economy

The Indian economy is currently experiencing robust growth and is expected to remain the
fastest-growing major economy in the world for the next few years. While global economic
headwinds exist, strong domestic demand is supporting India''s growth trajectory. Projections
indicate a GDP growth of around 6.3% to 6.7% for the upcoming fiscal years. India is expected
to maintain its position as the fastest-growing large economy, even amidst global growth
slowdowns.

India has emerged as the fastest-growing major economy in the world and is expected to be one
of the top three economic powers in the world over the next 10-15 years, backed by its robust
democracy and strong partnerships.

Financial Highlights

The Audited Financial Statements of your Company as on 31st March, 2025 are prepared in
accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

During the year under review, performance of your Company as under: (RsIn Lakh)

Particulars	Year Ended	Year Ended
	31st March, 2025	31st March, 2024
Total Revenue	650.82	317.12
Total Expenses	600.93	269.16
Profit/(Loss) before taxation	49.89	69.84
Less: Tax Expense	12.97	18.12
Profit/(Loss) after tax	36.92	51.71

Review of Operations

During the year under review the Company has recorded total revenue of Rs. 650.82 Lakh as
compared to Rs. 317.12 Lakh in the previous year. The Company has recorded a net profit of Rs.
36.92 Lakh as compared to previous year net profit of Rs. 51.71 Lakh/-.

Share Capital

The Company has 3,08,00,000/- Equity Share Capital for the Financial Year ended March 31,
2025.

Change in Management

There are no changes in the management of the Company during the financial year ended March
31, 2025.

Change in the Nature of Business

During the financial year 2024-2025, there are no changes in nature of the business of the
company.

Dividend

The Board does not recommend any dividend for the financial year 2024-2025.

General Reserve

The Company has not transferred any fund to General Reserve during the financial year 2024¬
2025.

Number of Meeting of Board of Directors

The Board meets at regular intervals to discuss and decide on Company / business policy and
strategy apart from other Board business. During the year, 6 Board meetings were held. The
maximum time gap between two consecutive board meetings did not exceed 120 days. The date
on which the Board Meetings were held 22.05.2024, 20.06.2024, 10.08.2024, 01.10.2024,
09.11.2024, 07.02.2025.

Declaration of Independent Directors

Pursuant to section 149(7) of the Companies Act 2013, the Company has received necessary
declaration from each Independent Director confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013(“The Act”) and
Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
(“Listing Regulations”).

Committees of the Board

The Company has constituted / re-constituted various Board level committees in accordance with
the requirements of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. Details of all the Committees along with their composition
and meetings held during the year under review are provided in the Report on Corporate
Governance forming part of this Annual Report.

Corporate Governance

As provided under Regulation 15(2) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the compliance with Corporate Governance as specified in
Regulation 17 to 27, 46(2)(b) to (i) & Para c, d & e of Schedule V are not applicable to the
company as paid—up-capital and net worth of the Company is below the threshold limit i.eRs 10
crores&Rs 25 crores.

Formal Annual Evaluation

The Board of Directors has carried out in annual evaluation of its own performance, its
committee, and Individual Directors pursuant to the requirements of the Act and the Listing
Regulation. Further, the Independent Directors, at their exclusive meeting held on 10.11.2023
during the year reviewed the performance of the Board, the Chairman and the Non- Executive
Directors and other items as stipulated under the Listing Regulation.

Material Changes and Commitments, If Any, Affecting Financial Position

There is no such material change and commitment affecting the financial position of your
Company which have occurred between the end of the financial year.

Loans, Guarantees And Investments

The company has complied with the provisions of section 186 of Companies Act 2013 in relation
to Loans, Investments, Guarantees and security given by the company. During the financial year
2024-2025 company not made any Loans, Guarantees and Investments. But during the year
2021, company made investment of Rs.2Crore in Vanchinad Finance Private Limited.

Extract Of Annual Return

The extract of Annual Return in Form No. MGT-9 pursuant to Section 92(3) of the Companies
Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 is
available on company website www.rajputanainvestment.com (Annexure II).

Particulars of Contracts or Arrangements with Related Parties

A Related Party Transaction Policy has been formulated by the Board of Directors for
determining the materiality of transactions with related parties and dealing with them.

The Audit Committee reviews all related party transactions. All contracts or arrangements with
related parties, entered into or modified during the financial year, within the meaning of Section
188 (1) of Companies Act, 2013 were in ordinary course of business and on arm’s length basis
and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations.

The disclosure of Related Party Transactions as required under Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 has been enclosed as Annexure - III is attached
herewith and forms part of this Director’s Report.

Sl	Name of Related	Naturef of	Nature of	Amount of
No	Party	Relationship	transaction	transaction
1	JijinChanyil Surendran	Managing Director	Remuneration	13.37
2	N.R Bahuleyan	Independent Director	Sitting Fee	0.10
3	Sunny Mathew	Independent Director	Sitting Fee	0.20
4	Mathew Jose	Independent Director	Sitting Fee	0.20
5	Liji Jimmy	Independent Director	Sitting Fee	0.05
6	T.K Abdul Jaleel	CFO	Remuneration	4.21
7	VilladathVinitha	Company Secretary	Remuneration	7.35

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings

Particulars of Conservation of energy, technology absorption and foreign exchange and outgo as
required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are not applicable to the Company. The disclosures are
annexed as Annexure-IV and forms part of this Annual Report.

Details of Directors and Key Managerial Personnel

During the financial year 2024-2025, The Company has a well-structured Board consisting of 5
Directors and one CFO & one Company Secretary.

Sl No	Name	DIN/PAN	Designation
1	Mr. JijinChanayilSurendran	03305487	Managing Director
2	*Mr. Bahuleyan Raman Nalupurakkal	00297057	Independent Director
3	Mrs. LijiJmmyThalakkottoor	08448618	Independent Director
4	Mr.. Sunny Mathew	08389552	Independent Director
5	Mr. Mathew Jose	00542339	Independent Director
6	VilladathVinitha	BTZPV9135L	Company Secretary
7	Mr. ThadathilakathKunjumuhammed Abdul Jaleel	BSOPA1698H	CFO

*Mr. Bahuleyan Raman Nalupurakkal resigned with effect from 07.02.2025.

Statement on Declaration Given by Independent Directors Under Section 149(6)

Your Company has received declarations from all the Independent pursuant to Section 149 (7) of
the Companies Act, 2013 of the Company confirming that they meet the criteria of
interdependence as prescribed both under Section 149 (6) of the Companies Act, 2013 read with

O 1

rules made there under and Regulation 16 (1) (b) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

Change in Key Managerial Personnel

There were no changes in Key Managerial Personnel of the company during the financial year
2024-2025.

Familiarization Programme Undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, business model of the
Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 on appointment, the Independent Director is issued a letter of
appointment setting out in detail, the terms of appointment, duties, responsibilities and expected
time commitments. The Company Secretary briefs the Director about their legal and regulatory
responsibilities as a Director. The Directors also explained in detail the various compliances
required from him to act as a Director under the various provisions of the Companies Act, 2013,
SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the
Code of Conduct of the Company and other relevant regulations. The details of familiarization
are available on Company’s website www.rajputanainvestment.com.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board
committees and individual directors pursuant to sub-section 3(p) of Section 134 of the
Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and
Exchange Board of India (“SEBI”) under Regulation 17 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition and structure, effectiveness of
board processes, information and functioning etc. The performance of the committees was
evaluated by the board after seeking inputs from the committee members on the basis of the
criteria such as the composition of committees, effectiveness of committee meetings etc. The
criteria for evaluation of Directors inter alia includes factors such as engagement, strategic
planning and vision, team spirit and consensus building, effective leadership, domain knowledge,
management qualities, teamwork abilities, achievements, understanding and awareness, integrity,
ethics, value and openness.

The Directors express their satisfaction over the evaluation process and results thereof.

Management Discussion and Analysis Report

A separate report on Management Discussion and Analysis is annexed as part of Annual Report
along with the Auditors Certificate in compliance with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

Change of Registered Office

There are no changes in the Registered Office of the company during the financial year 2024¬
2025.

Subsidiaries, Jvs or Associate Companies

The Company does not have any Joint Ventures, Associate or Subsidiary Companies as on
March 31, 2025.

Particulars of Employees and Related Disclosures:

Disclosures pertaining to remuneration and other details under Section 197(12) of the act read
with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 as amended are annexed as Annexure-V. However, as per the provisions of Section
136 of the Companies Act, 2013, the reports and accounts are being sent to the Members and
others entitled thereto, excluding the disclosure on particulars of employees which is available
for inspection by the Members at the Registered Office of the Company during business hours on
working days of the Company up to the date of the ensuing Annual General Meeting.

Directors Responsibility Statement: Pursuant to clause (c) of sub-section (3) of Section 134
and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby
state and confirm that;

Accounting Standard: In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures.
Accounting Policies: The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period.

Proper Efficient and Care: The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

Going Concern Basis: The Directors had prepared the annual accounts on a going concern
basis.

Compliance with all laws: The Directors had devised proper system to ensure compliance with
the provision of all applicable laws and that such systems were adequate and operating
effectively.

Internal Financial Controls: The Directors had laid down internal financial control to be
followed by the Company and that such internal financial control is adequate and operating
effectively.

Board’s Comment on the Auditor’s Report qualification

There are no qualifications noted by auditors in the Audit Report for the financial year 2023¬
2024

Risk Management Policy

The Board of Directors of the Company has formulated a Risk Management policy which aims
at enhancing shareholders value and providing an optimum risk reward trade-off. The risk
management approach is based on a clear understanding of the variety of risks that the
organization faces, disciplined risk monitoring and measurement and continuous risk assessment
and mitigation measures. In the opinion of the Board, none of the risks faced by the Company
threaten the existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. The risk
management procedure is reviewed by the Audit Committee and Board of Directors on a
quarterly basis at the time of review of quarterly financial results of the Company.

Internal Financial Control Systems

The Company has appointed Internal Auditor to observe the Internal Controls who regularly
monitors if the workflow of the organization is being done through the approved policies of the
Company. The Internal Audit Report is delivered to the Board by the Internal Auditor in every
quarter.

The Board of Directors of the Company has adopted various policies like Related Party, Whistle
Blower Policy, and other procedures for ensuring the orderly and efficient conduct of its
business. The Company system of internal control has been designed to provide a reasonable
assurance with regard to maintaining of proper accounting controls, monitoring of operations,
safeguarding of its asset, prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and timely preparation of financial information.

Vigil Mechanism/Whistle Blower Policy

The Company has established an effective Whistle Blower Policy to the Companies Act, 2013
and SEBI listing Regulation, 2015. The said policy may be referred to at the company’s website
at the following web link www.rajputanainvestment.com. It aims at conducting the affairs of the
Company in a fare and transparent manner by adopting the highest standard of professionalism,

honesty, integrity, and ethical behaviour. All permanent employees of the Company are covered
under the Whistle Blower Policy.

A mechanism has been established for employees to report concern about un-ethical behavior,
actual or suspected fraud or violation of code of conduct an ethics. It also provides for educate
safeguards against the victimization of employees who able the mechanism to allow direct access
to the Chairman of the Audit Committee in exceptional cases.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to applicable provisions of the Companies Act, 2013 (“the Act) read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
the Company did not have any funds lying unpaid or unclaimed. Therefore, there were no funds
which were required to be transferred to Investor Education and Provident fund (IEPF).

Auditors

Statutory Auditors

AYYAR & CHERIAN (Firm Registration Number: 000284S) Chartered Accountants, No.101,
Santhi Arcade, K.C Joseph Road, Panampilly Nagar, Ernakulum, Kerala-682036 appointed as
the Statutory Auditors of the Company commencing from the conclusion of Annual General
Meeting held on 31.08.2022 till the conclusion of AGM to be held in the financial year 2027-28.
Observation made by the Statutory Auditors in their Report are self-explanatory and therefore,
do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Account)
Rule 2014, Company is required to appoint Internal Auditors. R Sreenivasan, Chartered
Accountant (Membership No: 022315), appointed as Internal Auditor of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed
Ms.Liya Antony, Practising Company Secretary (ACS 39611)), to conduct Secretarial Audit for
the financial year ended on March 31, 2025. The Secretarial Audit Report for the financial year
ended on March 31, 2025 is annexed herewith and marked as Annexure Ito this Report. The
Secretarial Audit Report does contain any qualification.

Reporting of frauds by auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company
have not reported any instances of fraud committed in your Company by its officers or
employees, to the Audit Committee under Section 143(12) of the Act.

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels.
Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled
the Companyto remain at the forefront of the industry. Your Company continued to receive co¬
operation and support from the distributors, retailers, stockiest, suppliers and others associated
with the Company as its trading partners. The Directors wish to place on record their
appreciation for the same and your Company will continue in its endeavor to build and nurture
strong links with trade, based on mutuality, respect and co-operation with each other and
consistent with consumer interest.

Human Resources

The Company’s HR philosophy is to establish and build a high performing organization, where
each individual is motivated to perform to the fullest capacity to contribute to developing and
achieving individual excellence and departmental objectives and continuously improve
performance to realize the full potential of our personnel.

Deposits

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act,
2013 during the financial year and as such, no amount on account of Principal or Interest on
Deposits from Public was outstanding as on March 31, 2025.

Cost Records

As per the provision of Section 148 under sub-section (1) of the of the Companies Act 201, the
cost records not applicable for any of the products or services of the company for the financial
year ending 31.03.2025.

Corporate Social Responsibility

In pursuance of the provisions of Section 135 of the companies Act 2013, the CSR provisions
were not applicable to the Company.

Code of Conduct

The Board of Directors has approved a code of Conduct which is applicable to the Members of
the Board and all employees in the course of day to day operations of the Company in
accordance with the applicable Accounting Standards. The code laid down by the Board is
known as “Code of Conduct”. The code has been posted on the Company’s website
www.rajputanainvestment.com.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to
regulate trading in Securities by the Directors and designated employees of the Company. The

Code requires pre-clearance for dealing in the 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.

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition
&Redressal) Act, 2013

The Company has formulated a policy for the prevention of sexual harassment within the
Company. It ensures prevention and deterrence of acts of sexual harassment and communicates
procedures for their resolution and settlement. Internal Complaint Committee has been
constituted which is chaired by a female employee of the Company in accordance with the
requirements under the Sexual harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the
policy at every unit. There were no cases/ complaints reported in this regard during the year
2024-2025. A copy of the Policy against sexual harassment is posted on the Company’s Website
www.rajputanainvestment.com.

Acknowledgement

Your Board sincerely places on record the support extended by the Traders, Shareholders,
Company’s Bankers, Central and State Government Authorities, Stock Exchanges, CDSL,
NSDL and all other Business Associates for the growth of the organization. The Board further
expresses its appreciation for the services rendered by the Executives, officers and staffs of the
Company at all levels.

We look forward to receiving the continued patronage from all quarters to become a better and
stronger Company.

For Rajputana Investment & Finance Limited
JijinChanayilSurendran Mathew Jose

Managing Director (DIN: 03305487) Independent Director (DIN: 00542339)

Place: Thrissur
Date: 16.06.2025

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Mar 31, 2024

The Directors have pleasure in presenting their 82^nd Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

During the year under review, performance of your Company as under: (Rs In Lakh)

Particulars	Year Ended 31st March, 2023	Year Ended 31st March, 2024
Total Revenue	114.17	317.12
Total Expenses	105.21	247.29
Profit/(Loss) before taxation	8.96	69.84
Less: Tax Expense	2.49	18.12
Profit/(Loss) after tax	6.48	51.71

Review of Operations

During the year under review the Company has recorded total revenue of Rs. 317.12 Lakh as compared to Rs. 114.17 Lakh in the previous year. The Company has recorded a net profit of Rs. 51.71 Lakh as compared to previous year net profit of Rs. 6.48 Lakh/-.

Share Capital

The Company has 3,08,00,000/- Equity Share Capital for the Financial Year ended March 31, 2024. Change In Management

There are no changes in the management of the Company during the financial year ended March 31, 2024.

Change in the Nature of Business

During the financial year 2023-2024, there are no changes in nature of the business of the company. Dividend

The Board does not recommend any dividend for the financial year 2023-2024.

General Reserve

The Company has not transferred any fund to General Reserve during the financial year 2022-2023.

Number of Meeting of Board of Directors

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. During the year, 6 Board meetings were held. The maximum time gap between two consecutive board meetings did not exceed 120 days. The date on which the Board Meetings were held 29.05.2023, 10.07.2023, 09.08.2023, 13.11.2023, 08.02.2024 & 30.03.2024

Declaration of Independent Directors

Pursuant to section 149(7) of the Companies Act 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013(“The Act”) and Regulation 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Committees of the Board

The Company has constituted / re-constituted various Board level committees in accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Details of all the Committees along with their composition and meetings held during the year under review are provided in the Report on Corporate Governance forming part of this Annual Report.

Corporate Governance

As provided under Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46(2)(b) to (i) & Para c, d & e of Schedule V are not applicable to the company as paid—up-capital and net worth of the Company is below the threshold limit i.e Rs 10 crores & Rs 25 crores.

Formal Annual Evaluation

The Board of Directors has carried out in annual evaluation of its own performance, its committee, and Individual Directors pursuant to the requirements of the Act and the Listing Regulation. Further, the Independent Directors, at their exclusive meeting held on 10.11.2023 during the year reviewed the performance of the Board, the Chairman and the Non- Executive Directors and other items as stipulated under the Listing Regulation.

Material Changes and Commitments, If Any, Affecting Financial Position

There is no such material change and commitment affecting the financial position of your Company which have occurred between the end of the financial year.

Loans, Guarantees And Investments

The company has complied with the provisions of section 186 of Companies Act 2013 in relation to Loans, Investments, Guarantees and security given by the company. During the financial year 20232024 company not made any Loans, Guarantees and Investments. But during the year 2021, company made investment of Rs.2Crore in Vanchinad Finance Private Limited.

Extract Of Annual Return

The extract of Annual Return in Form No. MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 is available on company website www.rajputanainvestment.com (Annexure II).

Particulars of Contracts or Arrangements with Related Parties

A Related Party Transaction Policy has been formulated by the Board of Directors for determining the materiality of transactions with related parties and dealing with them.

The Audit Committee reviews all related party transactions. All contracts or arrangements with related parties, entered into or modified during the financial year, within the meaning of Section 188 (1) of Companies Act, 2013 were in ordinary course of business and on arm’s length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. The disclosure of Related Party Transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 has been enclosed as Annexure - III is attached herewith and forms part of this Director’s Report.

(In Lakh)
Sl No	Name of Related Party	Naturef of Relationship	Nature of transaction	Amount of transaction
1	Jijin Chanyil Surendran	Managing Director	Remuneration	13.36
2	N.R Bahuleyan	Independent Director	Sitting Fee	0.20
3	Sunny Mathew	Independent Director	Sitting Fee	0.20
4	Mathew Jose	Independent Director	Sitting Fee	0.20
5	Liji Jimmy	Independent Director	Sitting Fee	0.15
6	T.K Abdul Jaleel	CFO	Remuneration	3.59
7	Villadath Vinitha	Company Secretary	Remuneration	6.24

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings

Particulars of Conservation of energy, technology absorption and foreign exchange and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the

Companies (Accounts) Rules, 2014 are not applicable to the Company. The disclosures are annexed as Annexure-IV and forms part of this Annual Report.

Details of Directors and Key Managerial Personnel

During the financial year 2023-2024, The Company has a well-structured Board consisting of 5 Directors and one CFO & one Company Secretary.

Sl No	Name	DIN/PAN	Designation
1	Mr. Jijin Chanayil Surendran	03305487	Managing Director
2	Mr. Bahuleyan Raman Nalupurakkal	00297057	Independent Director
3	Mrs. Liji Jmmy Thalakkottoor	08448618	Independent Director
4	Mr.. Sunny Mathew	08389552	Independent Director
5	Mr. Mathew Jose	00542339	Independent Director
6	Villadath Vinitha	BTZPV9135L	Company Secretary
7	Mr. Thadathilakath Kunjumuhammed Abdul Jaleel	BSOPA1698H	CFO

Statement on Declaration Given by Independent Directors Under Section 149(6)

Your Company has received declarations from all the Independent pursuant to Section 149 (7) of the Companies Act, 2013 of the Company confirming that they meet the criteria of interdependence as prescribed both under Section 149 (6) of the Companies Act, 2013 read with rules made there under and Regulation 16 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Change in Key Managerial Personnel

There were no changes in Key Managerial Personnel of the company during the financial year 2023-2024.

Familiarization Programme Undertaken for Independent Directors

The Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. pursuant to Regulation 25 (7) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 on appointment, the Independent Director is issued a letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The Directors also explained in detail the various compliances required from him to act as a Director under the various provisions of the Companies Act, 2013,

SEBI (LODR) Regulation, 2015, SEBI (Prohibition of Insider Trading) Regulation, 2011, the Code of Conduct of the Company and other relevant regulations. The details of familiarization are available on Company’s website www.rajputanainvestment.com.

Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to sub-section 3(p) of Section 134 of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The criteria for evaluation of Directors inter alia includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, teamwork abilities, achievements, understanding and awareness, integrity, ethics, value and openness.

The Directors express their satisfaction over the evaluation process and results thereof.

Management Discussion and Analysis Report

A separate report on Management Discussion and Analysis is annexed as part of Annual Report along with the Auditors Certificate in compliance with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Change of Registered Office

There are no changes in the Registered Office of the company during the financial year 2023-2024 Subsidiaries, Jvs or Associate Companies

The Company does not have any Joint Ventures, Associate or Subsidiary Companies as on March 31, 2024.

Particulars of Employees and Related Disclosures:

Disclosures pertaining to remuneration and other details under Section 197(12) of the act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

as amended are annexed as Annexure-V. However, as per the provisions of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the Members and others entitled thereto, excluding the disclosure on particulars of employees which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting.

Directors Responsibility Statement: Pursuant to clause (c) of sub-section (3) of Section 134 and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that;

Accounting Standard: In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. Accounting Policies: The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

Proper Efficient and Care: The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

Going Concern Basis: The Directors had prepared the annual accounts on a going concern basis. Compliance with all laws: The Directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively. Internal Financial Controls: The Directors had laid down internal financial control to be followed by the Company and that such internal financial control is adequate and operating effectively.

Board’s Comment on the Auditor’s Report qualification

There are no qualifications noted by auditors in the Audit Report for the financial year 2023-2024 Risk Management Policy

The Board of Directors of the Company has formulated a Risk Management policy which aims at enhancing shareholders value and providing an optimum risk reward trade-off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. In the opinion of the Board, none of the risks faced by the Company threaten the existence of the Company.

The Company has adequate internal control systems and procedures to combat risks. The risk management procedure is reviewed by the Audit Committee and Board of Directors on a quarterly basis at the time of review of quarterly financial results of the Company.

Internal Financial Control Systems

The Company has appointed Internal Auditor to observe the Internal Controls who regularly monitors if the workflow of the organization is being done through the approved policies of the Company. The Internal Audit Report is delivered to the Board by the Internal Auditor in every quarter.

The Board of Directors of the Company has adopted various policies like Related Party, Whistle Blower Policy, and other procedures for ensuring the orderly and efficient conduct of its business. The Company system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, safeguarding of its asset, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of financial information.

Vigil Mechanism/Whistle Blower Policy

The Company has established an effective Whistle Blower Policy to the Companies Act, 2013 and SEBI listing Regulation, 2015. The said policy may be referred to at the company’s website at the following web link www.rajputanainvestment.com. It aims at conducting the affairs of the Company in a fare and transparent manner by adopting the highest standard of professionalism, honesty, integrity, and ethical behaviour. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concern about un-ethical behavior, actual or suspected fraud or violation of code of conduct an ethics. It also provides for educate safeguards against the victimization of employees who able the mechanism to allow direct access to the Chairman of the Audit Committee in exceptional cases.

Transfer of Amounts to Investor Education and Protection Fund

Pursuant to applicable provisions of the Companies Act, 2013 (“the Act) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company did not have any funds lying unpaid or unclaimed. Therefore, there were no funds which were required to be transferred to Investor Education and Provident fund (IEPF).

Auditors

Statutory Auditors

AYYAR & CHERIAN (Firm Registration Number: 000284S) Chartered Accountants, No.101, Santhi Arcade, K.C Joseph Road, Panampilly Nagar, Ernakulum, Kerala-682036 appointed as the

Statutory Auditors of the Company commencing from the conclusion of Annual General Meeting held on 31.08.2022 till the conclusion of AGM to be held in the financial year 2027-28.

Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Account) Rule 2014, Company is required to appoint Internal Auditors. R Sreenivasan, Chartered Accountant (Membership No: 022315), appointed as Internal Auditor of the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board had appointed Ms. Liya Antony, Practising Company Secretary (ACS 39611)), to conduct Secretarial Audit for the financial year ended on March 31, 2024. The Secretarial Audit Report for the financial year ended on March 31, 2024 is annexed herewith and marked as Annexure I to this Report. The Secretarial Audit Report does contain any qualification.

Deposits

Your Company has not accepted any Fixed Deposit under Chapter-V of the Companies Act, 2013 during the financial year and as such, no amount on account of Principal or Interest on Deposits from Public was outstanding as on March 31, 2024.

Cost Records

As per the provision of Section 148 under sub-section (1) of the of the Companies Act 201, the cost records not applicable for any of the products or services of the company for the financial year ending 31.03.2024.

Corporate Social Responsibility

In pursuance of the provisions of Section 135 of the companies Act 2013, the CSR provisions were not applicable to the Company.

Code of Conduct

The Board of Directors has approved a code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day operations of the Company in accordance with the applicable Accounting Standards. The code laid down by the Board is known as “Code of Conduct”. The code has been posted on the Company’s website www.rajputanainvestment.com.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for prevention of Insider Trading with a view to regulate trading in Securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the 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.

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has formulated a policy for the prevention of sexual harassment within the Company. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for their resolution and settlement. Internal Complaint Committee has been constituted which is chaired by a female employee of the Company in accordance with the requirements under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which ensures implementation and compliance with the Law as well as the policy at every unit. There were no cases/ complaints reported in this regard during the year 2023-2024. A copy of the Policy against sexual harassment is posted on the Company’s Website www.rajputanainvestment.com.

Acknowledgement

Your Board sincerely places on record the support extended by the Traders, Shareholders, Company’s Bankers, Central and State Government Authorities, Stock Exchanges, CDSL, NSDL and all other Business Associates for the growth of the organization. The Board further expresses its appreciation for the services rendered by the Executives, officers and staffs of the Company at all levels.

We look forward to receiving the continued patronage from all quarters to become a better and stronger Company.

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Mar 31, 2014

Dear Members,

The Directors have pleasure to submit their Annual Report together with Audited Accounts and Auditor''s Report of the Company for the financial year ended 31st March, 2014.

FINANCIALHIGHLIGHTS:

The performance of the company for the financial year ended 31st, March, 2014:

PARTICULARS Year Ending Year Ending March,2014 March,2013

Amount in Rs. Amount in Rs.

Revenue from Operations 118,256.00 878 407 00

Other Income 89,673.00 -

Total Income 207,929.00 878, 407.00

Less: Total Expenses 121,007.00 117 210 00

Profit before Tax 86,922.00 761 197 00

Less: Taxes 16,563.00 58,166. 00

Profit after Tax 70,359.00 703,031.00

Balance carried to Balance Sheet 70,359.00 703,031.00

RESULT OF OPERATIONS

During the current period of operation, our company has shown a turnover of Rs.207,929.00. Your Directors report that the working of the Company for the year under review has resulted in a profit of Rs. 70,359.00 (after tax).

DIVIDEND:

Due to inadequate profits the board did not recommend any dividend.

PERSONNEL:

The Company had no employee during the year under review, who was in receipt of remuneration in excess of the limit specified under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Amendment Rules, 2011.

Your Company''s work force and management have been working with mutual respect, co- operation and understanding. The Board wishes to appreciate the efforts put in by all the categories of employees towards the progress achieved by the Company during the year.

DIRECTOR:

The Board of Directors is experienced in their respective fields.

APPOINTMENT OF AUDITORS:

The Auditors M/s. RMM & Associates. (FRN: 327045E), Chartered Accountants, retire at the - forthcoming General Meeting and being eligible for re-appointment, the Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. As regards the observations in the Auditor''s Report the explanations given in the Notes to the Accounts are self- explanatory.

PUBLIC DEPOSIT:

The company has not accepted any deposit within the meaning of the section 74 of the Companies Act, 2013.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

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 forConservation of Energy, technology absorption and Foreign Exchange Earnings & Outgoings are not applicable to the Company.

RESEARCH AND DEVELOPMENT: NIL

AUDITORS 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.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required U/s 217(2A) of the Companies Act, 1956 as amended, are not applicable to the Company.

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS:

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 1956 with correspondence to the Companies act, 2013, the Directors of the Company are eligible for retirement by rotation.

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 also the Management Discussion and Analysis Report as stipulated under Clause 49 of the Equity Listing Agreement are annexed to this Report.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required U/s 217(2A) of the Companies Act, 1956 as amended, are not applicable to the Company

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of the provisions of Section 217(2AA) of the Companies Act, 1956, your Director Confirms as under:

I. That in the preparation of the annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departure;

II. That the directors 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 at the end of the financial year viz., March 31, 2014 and of the profit of the Company for the year ended on that date;

III. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detaching fraud and other irregularities;

IV. That the directors have prepared the annual accounts ongoing concern basis.

EXTRACTS OF ANNUAL RETURN FOR THE FINANCIAL YEAR ENDED ON 31.03.2014:

I. REGISTRATION AND OTHER DETAILS:-

* CIN: - L65929WB1941PLC010731

* Registration Date: - 22/09/1941

* Name of the Company: - Rajputana Investment & Finance Ltd

* Category/Sub Category of the Company: - Limited By Shares/Indian Non- Government Company

* Address of Registered office and contact details: - 98/7A, Harish Mukherjee Road, Kolkata- 700025

* Listed Company: - Yes

II) Registrar & Transfer Agent:-

Name Address Contact Details

IN- HOUSE

REMUNERATION OF DIRECTORS AND KEY MANEGERIAL PERSONNEL:

Company is not paying remuneration to its Directors and KMP''s. The Company is not paying any sitting fees to its Independent Director.

PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Company is not having any penalties and punishment neither on itself and nor on its directors

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Equity Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Director''s Report.

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.

Place: Kolkata Date: 30.05.2014 By Order of the Board of Directors For Rajputana Investment & Finance Ltd

Registered Office: Sd/-

98/7A, Harish Mukherjee Road, Ajay Agarwal Kolkata- 700025 Director

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Mar 31, 2013

Dear Members,

The Directors present their Annua! Report and Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS: Financial Financial Year ended Year ended 31-March-2013 31-March-2012

Profit/(loss) before taxation 7,61,197 1,25,172 (Less): Current Tax (1,35,000) (16,000) Add / (Less) : Provision for Income Tax for earlier years - 80 Add / (Less): MAT Credit Entitlement 76,834 - Profit after taxation 7,03,031 1,09,252 Add: Surplus Balance as per Last Financial Statements 11,24,654 10,15,402

Surplus in Reserves and Surplus carried to next year 18,27,685 11,24,654

DIVIDEND

Directors do not recommend payment of any dividend for the year under consideration.

ERFORMANCE REVIEW

During the year under review your company had concentrated on Financial market, your director are hopeful that in coming years, your Company will report better results.

DIRECTORS

Sri Rama Shanker Bajoria, Director retire by rotation at the forthcoming Annual General Meeting of the Company. The retiring director, being eligible, offers himself for re-appointment.

AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants of 7, Rabindra Sarani, 5th Floor, Room No. 513, Kolkata - 700 001 Auditors of the company holds office until the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDITOR''S REPORT

The comments in the Auditor''s Report read with Notes to the Accounts are self-explanatory.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, hence there are no particulars to be reported under Sec 217(2A) of the Companies Act, 1956.

FOREIGN EXCHANGE TRANSACTION

During the year of operation, the total foreign exchange earnings and expenditure are Nil.

LISTING PARTICULARS

The Company''s Shares are listed with Calcutta Stock Exchange. The annual listing fees payable to the exchange is outstanding. DEPOSITS

Your Company has not accepted any deposits within the meaning of directives issued by the Reserve Bank of India and Section 58A & 58AA of the Companies Act, 1956, and the rules made thereunder,

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act,1956, the Directors Confirm that:

i) in the preparation of the annua! accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any ;

ii) the Directors have 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 your Company at the end of the financial year and of the profit of your Company for the year.

iii) the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directos have prepared the annua! accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the shareholders and associates for the confidence reposed in the Company for and on behalf of the Board

Rama Shanker Bajoria Rajkumar Sanganaria Director Director

Kolkata, dated the 3rd day of August, 2013

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Mar 31, 2012

Dear Members,

The Directors present their Annual Report and Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS: Financial Financial Year ended Year ended 31-March-2012 31-March-2011

Profit/(loss) before taxation 1,25,172 9,962

(Less): Current Tax (16,000) -

Add/(Less): Provision for Income Tax 80 (29,966) for earlier years

Profit after taxation 1,09,252 (20,004)

Add: Surplus Balance as per Last 10,15,402 10,35,406 Financial Statements

Surplus in Reserves and Surplus carried 11,24,654 1 0,15,402 to next year

DIVIDEND

Your Directors do not recommend payment of any dividend for the year under consideration.

PERFORMANCE REVIEW

ring the year under review your company had concentrated on Financial market, your director are hopeful that in coming years, our Company will report better results.

DIRECTORS

Sri Rama Shanker Bajoria, Director retire by rotation at the forthcoming Annual General Meeting of the Company. The retiring director, being eligible, offers himself for re-appointment.

AUDITORS

M/s. Agarwal Sanganeria & Co., Chartered Accountants of 7, Rabindra Sarani, 5th Floor, Room No. 513, Kolkata - 700 001 Auditors of the company holds office until the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDITOR'S REPORT

The comments in the Auditor's Report read with Notes to the Accounts are self-explanatory.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, hence there are no particulars to be reported under Sec 217(2A) of the Companies Act, 1956.

FOREIGN EXCHANGE TRANSACTION

curing the year of operation, the total foreign exchange earnings and expenditure are Nil.

LISTING PARTICULARS

The Company's Shares are listed with Calcutta Stock Exchange. The annual listing fees payable to the exchange is outstanding.

DEPOSITS

Your Company has not accepted any deposits within the meaning of directives issued by the Reserve Bank of India and Section 58A & 5BAA of the Companies Act, 1956, and the rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act,1956, the Directors Confirm that :

i) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

ii) the Directors have 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 your Company at the end of the financial year and of the profit of your Company for the year.

iii) the Directors have- taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directos have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the shareholders and associates for the confidence reposed in the Company

For and on behalf of the Board

Rama Shanker Bajoria Rajkumar Sanganaria Director Director

Kolkata, dated the 3rd day of August, 2012

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Mar 31, 2011

Dear Members,

The Directors present their Annual Report and Accounts for the year ended 31 st March. 2011.

FINANCIAL RESULTS:

Financial Financial Year Year 2010-2011 2009-2010

Profit/(loss) before taxation 35,572 209,251

Provision for I.Tax * (17,100)

Provision for l.Tax earlier yrs (29,966) -

Profit after taxation 5,606 192,151

Provision for Dimunation of Investment (25,610) 98,950

Balance brought forward from previous year 1,035,406 744,305

Balance carried to Balance Sheet 1,015,402 1,035,406

DIVIDEND

Your Directors are do not recommend payment of any dividend for the year under consideration,

PERFORMANCE REVIEW

During the year under review your company had concentrated on Financial market, your director are hopeful that in coming years, your company will report better results,

DIRECTORS

Sri Mahesh Jatia Director retire by rotation at the forthcoming Annual General Meeting of the Company. The retiring director, being eligible, offers himself for re-appointment

AUDITORS

M/s. Agarwal Bhuwania & Co., Chartered Accountant of 723, Marshall House.25 Strand Road, Kolkata - 700 001 Auditors of the company holds office until the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

AUDITOR''S REPORT

The comments in the Auditor''s Report read with notes to the Accounts in schedule are self-explanatory.

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration not less than the amount prescribed under Sec 217(2A) of the Companies Act, 1956 for the financial period or part thereof.

FOREIGN EXCHANGE TRANSACTION

During the year of operation the total foreign exchange earnings and expenditure are nil.

LISTING PARTICULARS

The Company''s Shares are listed with Calcutta Stock Exchange. The annual listing fees payable to the exchange is outstanding.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules made there under.

DIRFCTORS1 RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Directors Confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed alogwith proper explanation relating to material departures;

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 your Company at the end of the financial year and of the profit of your Company for that year.

iii) the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) the Directos had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the shareholders and associates for the confidence reposed in the company

For and on behalf of the Board



Rama Shanker Bajoria Rajkumar Sanganaria Director Director

Place: Kolkata Dated : 29th day of June,2011