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Directors Report of RattanIndia Enterprises Ltd.

Mar 31, 2023

Your Directors present to you the Thirteenth Annual Report and the Audited Statement of Accounts of the Company for year ended March 31, 2023

Financial Results

(Rs. in Million)

Standalone Consolidated

March 31, 2023

March 31, 2022

March 31, 2023

March 31, 2022

Revenue

Revenue from operations

40.42

26.00

41,237.90

139.93

Other income

21.85

475.94

144.21

5,789.95

62.27

501.94

41,382.11

5,929.88

Expenses

Cost of raw materials consumed

-

-

941.99

-

Purchase of stock-in-trade

-

-

43,667.82

474.39

Changes in inventories of finished goods, stock in trade and work-in-progress

-

-

(10,218.50)

(383.68)

Employee benefits expense

38.50

29.07

738.60

64.39

Finance costs

214.02

15.04

492.58

18.22

Depreciation and amortisation expense

22.77

6.35

98.82

12.68

Other expenses

2,587.29

20.24

8,267.55

69.86

2,862.58

70.70

43,988.86

255.85

(Loss)/ Profit before share of loss in Associate

(2,800.31)

431.24

(2,606.75)

5,674.03

Share of loss in associate

-

-

(126.70)

(133.36)

(Loss)/ profit before tax

(2,800.31)

431.24

(2,733.45)

5,540.67

Tax expense

Current tax expense

-

-

149.64

-

Deferred tax expense / (credit)

-

2.03

(22.09)

2.03

(Loss)/ profit after tax

(2,800.31)

429.21

(2,861.00)

5,538.64

Other comprehensive income

Items that will not be reclassified to profit and loss

-

-

-

-

Re-measurement of post-employment benefit obligations

(0.19)

(1.09)

2.84

(1.46)

Income tax relating to items that will not be reclassified to profit or loss

-

-

(0.01)

-

Other comprehensive income for the year

(0.19)

(1.09)

2.83

(1.46)

Total comprehensive (loss)/ income for the year

(2,800.50)

428.12

(2,858.17)

5,537.18

(Loss)/ Income for the period attributable to:

Equity holders of the Company

(2,800.31)

429.21

(2,845.66)

5,538.64

Non-controlling interest

-

-

(15.34)

-

(2,800.31)

429.21

(2,861.00)

5,538.64

Other comprehensive Income attributable to

Equity holders of the Company

(0.19)

(1.09)

2.74

(1.46)

Non-controlling interest

-

-

0.09

-

(0.19)

(1.09)

2.83

(1.46)

Total comprehensive (loss)/ Income for the year attributable to:

Equity holders of the Company

(2,800.50)

428.12

(2,842.92)

5,537.18

Non-controlling interest

-

-

(15.25)

-

(2,800.50)

428.12

(2,858.17)

5,537.18

Earnings per equity share (Face Value of D 2 each)

Basic (D)

(2.03)

0.31

(2.07)

4.01

Diluted (D)

(2.03)

0.31

(2.07)

4.01

TRANSFER TO RESERVE

In view of the losses incurred during the financial year ended March 31, 2023, it has not been possible to transfer any amount to general reserve.

BUSINESS REVIEW

During the year under review, the Company has incurred net loss of ? (2,800.50) Million.

The Company is into the business of manpower/human resource supply and consultancy, payroll management services, technology business and other related activities.

Company''s criteria for selecting the new-age businesses are low capital expenditure requirement, low debt, clean tech, non-polluting industries (ESG compliant), rapidly scalable, direct to consumer engagement, profitable from beginning, etc. In light with the stated objective, the Company through its subsidiaries, has forayed into businesses like e-commerce, fintech, drones and electric vehicles, details of which can be referred to in the Chairman''s Message and Management Discussion and Analysis report.

CHANGE IN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the Financial Year 2022-23, an amendment in the object clause of Memorandum of Association of the Company to include an object of providing services of planning, marketing, securing, developing infrastructuring activity was approved by Shareholders through Postal Ballot, result of which was declared on August 3, 2022 and registered by Registrar of Companies, Delhi on August 12, 2022.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajesh Kumar (DIN: 03291545), would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for the same.

During the financial year, Mrs. Neha Poonia (DIN: 07965751) resigned as Non-Executive Independent Woman Director of the Company w.e.f. November 10, 2022, due to personal reasons and Mrs. Pritika Poonia (DIN: 06715564) was appointed as Non-Executive Independent Woman Director w.e.f. November 10, 2022 by the Board, and her appointment was approved by the shareholders in the EGM held on February 7, 2023.

Mr. Rajiv Rattan (DIN: 00010849) due to his appointment as Executive Chairman of RattanIndia Power Limited, had re-transited from the position of Executive Chairman to Non-Executive Chairman of the Company w.e.f. October 29, 2022.

Mr. Amit Jain (PAN: AEUPJ9311H) ceased to be the Chief Financial Officer of the Company w.e.f. April 2, 2022 and Mr. Amit Jain (PAN: AFKPJ7410C) was appointed as Chief Financial Officer of the Company w.e.f. April 2, 2022.

Post closure of the financial year, Mr. Amit Jain (PAN: AFKPJ7410C) ceased to be the Chief Financial Officer of the Company w.e.f. May 19, 2023 and Mr. Vinu Saini (PAN: AFSPB8478G) was appointed as the Chief Financial Officer of the Company w.e.f. May 20, 2023.

Post Closure of Financial Year, Mr. Rajesh Kumar (DIN: 03291545) was appointed as an Executive Director on the board of the Company effective April 1, 2023, as approved by the shareholders in the EGM held on February 7, 2023.

The matter as to re-appointment of Mr. Rajesh Kumar, as a director of the Company liable to retire by rotation has been included in the Notice convening the Annual General Meeting of the Company for the financial year 2022-23, for the approval of the members of the Company and his detailed profile is given in the Corporate Governance Report forming part of the Annual Report.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are: Mr. Rajesh Kumar, Whole Time Director, Mr. Vinu Saini, Chief Financial Officer, and Mr. Rajesh Arora, Company Secretary.

Details of the various committees along with the meetings held during the financial year 2022-23, are given in the "Report on the Corporate Governance" of the Annual Report.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Mr. Sanjay Khandelwal Practicing Company Secretary that none of the Company''s Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Sanjiv Chhikara, Mr. Jeevagan Narayana Swami Nadar and Mrs. Pritika

Poonia were the Independent Directors of the Company as on March 31,2023 and are also as on date. The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date ("Listing Regulations") (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Company''s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarisation Programme for Independent Directors are available at the Company''s website at the web-link https://ratta nindia. com/wp-content/uploads/2022/08/4-FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS-1.pdf

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company''s Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company''s website at the web-link https://rattanindia.com/wp-content/uploads/2022/09/REL-SUCCESSION-POLICY-FOR-APPOINTMENTS-TO-THE-BOARD-AND-SENIOR.pdf

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy

Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors based on 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 criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

Pursuant to Schedule II, Part D of Listing Regulations, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of appointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participated.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of Listing Regulations, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board Performance of the Board as a whole and its Members and other required matters.

The performance of Non - Executive Directors (NEDs), the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual

directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 7 meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat, have been provided in the Corporate Governance Report.

Additionally, a meeting of the Independent directors of the Company was held on February 10, 2023, with the participation of all Independent Directors of the Company at the meeting.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of the Companies Act, 2013, the Company has in place, a well-defined and well structured, Corporate Social Responsibility Policy (CSR Policy) as drawn up by the Corporate Social Responsibility Committee ("CSR Committee") and approved by the Board.

The CSR Committee of the Company as on March 31, 2023, consists of three directors namely Mr. Sanjiv Chhikara, Independent Director, who is the Chairman of the Committee, Mrs. Pritika Poonia, Independent Director and Mr. Rajesh Kumar, Non-Independent Director. The Committee has been formed with the objective of implementing and monitoring the CSR Policy of the Company under the control and supervision of the Board of Directors.

The CSR Policy of the Company lays down the various causes to which the Company would be making its CSR contribution, towards effectuation of the policy. The Company was not statutorily required to make any contributions towards CSR, during the year under review, as there has been an average net loss. The CSR Policy of the Company has been uploaded on the website of the Company and is available at the link https://rattanindia. com/wp-content/uploads/2022/09/Corporate-Social-Responsibility-Policy_IIPL.pdf. The Annual report on CSR forms a part of the Directors Report and is annexed hereto as Annexure-A.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 188 of the Companies Act, 2013 and the Rule 6A and Rule 15 of the Companies (Meetings

of Board And its Powers) Rules, 2014, as amended upto date, a well formulated and meticulously framed policy has been in place in the Company which is followed in letter and spirit. The policy is uploaded on the website of the Company at the weblink: https://rattanindia.com/wp-content/uploads/2022/08/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIONS-AND-DEALING-WITH-RELATED-PARTY-TRANSACTIONS.pdf

During the year under review all the related party transactions entered into by the Company were with the prior approval of the Audit Committee. All such transactions were at an arm''s length basis and in the ordinary course of business of the Company and details of such transactions, forms a part of the financial statements of the Company for the financial year 2022-23, which forms part of the Annual Report. Certain transactions, which were repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties without the consent of the shareholders.

The details of such transactions form a part of the financial statements of the Company for the financial year 2022-23, which forms part of the Annual Report.

LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT

Please refer notes to the financial statement, for details of the loans, pursuant to and in terms of the provisions of Schedule V Para C clause (10)(m) of the Listing Regulation, which are in the nature of loans and advances to firms/ companies in which directors are interested.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place internal financial controls commensurate with the nature and size of business operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies. Internal Auditor along with external firms of Chartered Accountants carry out Audits. Further, Cost Auditors, the Secretarial Auditors and the Statutory Auditors are also responsible for checks during the course of their respective audits. The Audit Committee reviews Audit Reports submitted by the internal Auditors. Suggestions for improvement are considered and the Audit Committee follows up the implementation of corrective actions. The

Committee also meets the Company''s statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations from time to time.

Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

RISK MANAGEMENT

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors on June 18, 2021 comprising of Mr. Rajiv Rattan - a Non-Independent Director as the Chairman, Mr. Rajesh Kumar, a Non-Independent Director, Mr. Jeevagan Narayana Swami Nadar, Independent Director and Mr. Ashok Sharma as the other member, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular.

The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company.

The policy has been uploaded on the website of the Company and can be accessed at the web link https:// rattanindia.com/ril/announcements/reg-21_risk-management-policy/

PUBLIC DEPOSITS

During the year under review your company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.

DETAILS OF LOANS/GUARANTEES & SECURITIES / INVESTMENTS MADE BY THE COMPANY

Full particulars of the loans given, guarantees extended or securities provided and the investments made by the Company in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder and have been adequately described in the notes to Financial Statements. The same are in consonance the provisions of the aforesaid section.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the requirements of Section 129(3) of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

(a) Consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2023 were prepared, for being presented to the shareholders for approval along with the standalone financial statements of the Company for the said financial year.

(b) a separate statement containing the salient features of financial statements of the subsidiaries in the stipulated form AOC-1 is also being annexed to the financial statements, as a part of the Annual Report.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at https://rattanindia.com/ril/audited-financial-statements-of-subsidiaries/.

DIVIDEND

No dividend has been recommended for the financial year 2022-2023. The "Dividend Distribution Policy" formulated

in terms of and pursuant to the Regulation 43A of the Listing Regulations, forms part of the Annual Report, is available on the website of the Company: https://rattanindia.com/ wp-content/uploads/2022/08/Dividend-Distribution-Policy-RattanIndia-Enterprises-Limited.pdf

DETAILS OF SIGNIFICANT CHANGES

For Changes in the key financial ratio, please refer to para 49 at page no. 155 of the Standalone Financials of the Company.

MATERIAL CHANGE AND FINANCIAL COMMITMENT

Apart from the information provided/disclosures made elsewhere in the Board Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the end of the Financial year of the Company i.e. March 31,2023 till date of this Report, except the following:

A. Acquisition of business of RattanIndia Technologies Private Limited by the Company:

(a) The Company has agreed to enter into Business Transfer Agreement with RattanIndia Technologies Private Limited ("RTPL") on June 01,2023 to purchase its Technology Business, as a going concern, on slump sale basis. The business function of RattanIndia Technologies Pvt Ltd has been providing services to the Company''s subsidiaries to develop their technology platforms.

(b) The acquisition of technology business of RTPL by the Company is a related party transaction and is on arm''s length basis.

(c) The Company''s acquisition of RattanIndia Technologies Private Limited''s business will enable internal development of new capabilities that may take too long or be costly over a period of time. Technology acquisition can enable to create valuable knowledge-based resources and improve strategic flexibility to reduce costs and development time.

B. The Company has executed a deed of an unconditional and irrevocable guarantee in respect of any amount payable on account of a claim made against RattanIndia Power Limited ("RPL"), in relation of following identified liabilities, on occurrence of certain identified event of defaults:

a. Any claim made by any of the erstwhile lenders against RPL

b. Any claim in relation to phase - II of the Project of RPL and

c. Any contingent liability of RPL in excess of H5 crore in any FY.

C. The Company has pledged 9,40,83,932 equity shares of RattanIndia Power Limited and kept under NDU 70,13,70,786 equity shares held by the Company in RPL to secure :

(a) The Debentures Secured obligation of an amount of H1025/- crore,

(b) Rupee term Loan facility of amount H100/- crore and,

(c) Working Capital secured obligation of H250/- crore,

aggregating to H1375/- crore.

SHARE CAPITAL

There was no change in the paid-up equity share capital of the Company during the Financial Year 2022-23.

The paid-up equity share capital of the Company is ?2,764,539,184 (Rupees Two Hundred Seventy-Six Crores Forty-Five Lakh Thirty-Nine Thousand One Hundred Eighty-Four) divided into 1,382,269,592 (One Hundred Thirty-Eight Crore Twenty-Two Lakh Sixty-Nine Thousand Five Hundred Ninety-Two) equity shares of ?2/- each.

HUMAN RESOURCES

Your Company believes that a progressive organisation can attain its full potential by developing and maintaining a cordial work culture that promotes happiness at workplace. Our constant endeavors are on sustaining an engaged and skilled workforce that is capable of delivering on the commitments to our stakeholders in order for us to remain ''future ready'' structurally, financially and culturally.

Your Company continued the people framework of 6 levels - Culture, Capability, Capacity, Compassion, Collaboration and Contribution to meet dynamic business requirements towards building a high performing and caring organization. Our human capital has played a pivotal role in shaping what the Company is today.

EMPLOYEE HEALTH & SAFETY

Your Company is consciously committed to health and safety of all employees and other stakeholders. Your Company employs a pro-active and pre-emptive approach to occupational health and safety and is committed to actively drive the agenda through the length and breadth of the organisation. Consequently, 100% of your employees

are trained on various aspects of Occupational Health and Safety management system. Your company maintains and continually improve management systems to eliminate hazards, reduce health & safety risks to all our stakeholders.

DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013

The Company doesn''t have any holding company. The executive director does not receive any remuneration or commission from the subsidiary company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website on https://rattanindia.com/ril/ annual-return-section-92-of-companies-act-2013/.

The e-form MGT-7 shall be filed with the MCA within the due date upon the completion of the 13th Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023, your Company had eight Indian subsidiary companies namely Cocoblu Retail Limited, Neosky India Limited, Neotec Enterprises Limited, Neotec Insurance Brokers Limited, RattanIndia Investment Manager Private Limited, Revolt Intellicorp Private Limited (Revolt), Neobrands Limited and Throttle Aerospace Systems Private Limited (Subsidiary of Neosky India Limited) and one Foreign Subsidiary Neorise Technologies - FZCO.

During the financial year:

a. Neosky India Limited, a wholly owned subsidiary of the Company in Throttle Aerospace Systems Private Limited ("TAS") acquired 60% equity stake on a fully diluted basis in TAS and subsequent to the said investment, TAS became a step-down subsidiary of the Company.

b. The Company had acquired 66.16% of the equity share capital of Revolt, resulting in an increase in the Company''s stake in Revolt from 33.84% to 100%. Consequent to this acquisition, Revolt became a wholly owned subsidiary of the Company.

c. The Company acquired 100% equity share capital of Neobrands Limited, making it a wholly owned subsidiary of the Company.

The Company neither has any associate company nor is it in joint venture with any other entity.

In accordance with Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements incorporating the Financial Statements of all Subsidiaries, which form part of the Annual Report.

A report on the performance and financial position of each of the subsidiaries has been provided in Form AOC-1 as per Section 129(2) of the Companies Act, 2013 (the Act).

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including consolidated financial statements along with relevant documents of the Company and audited financial statements of the subsidiaries are available on the website of the Company www.rattanindia.com

The Company''s Policy on material subsidiaries may be accessed on the Company''s website at the web-link: https://rattanindia.com/wp-content/uploads/2022/08/ policy-on-material-subsidiaries.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing the top ten employees and the employees drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the report. However, in terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said information on employees'' particulars. The said statement is also available for inspection 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. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an Annexure-B, to this Report.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention, and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for

redressal. No person has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company https://rattanindia.com/wp-content/ uploads/2022/08/whistle-bLower-policy-vigil-mechanism-rel.pdf

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The Regulation 34(2)(f) of the Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Report (BRSR), covering disclosures on the company''s performance on Environment, Social and Governance parameters for the financial year 2022-23. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by MCA. In compliance with the said regulation, we have integrated BRSR disclosures into our Annual Report as Annexure-C.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. I ssue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

4. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC)

EMPLOYEE STOCK OPTIONS

During the financial year, the shareholders of the company accorded their approval for institution of "RattanIndia Employee Stock Option Plan 2022" through postal ballot, the results of which was declared on August 03, 2022. There has been no grant of options during the Financial Year and till the date of issuance of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report, as required in terms of the provisions of Regulation 34(2)

(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the applicable regulation of SEBI (LODR) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

STATUTORY AUDITORS & AUDITORS'' REPORT

M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration no.: 001076N/N500013), Statutory Auditors of the Company, were in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, appointed in the 10th Annual General Meeting held on September 30, 2020, as the Statutory Auditors of the Company to hold office as such for a term of five years, from the financial year 2020-21 to 2024-25 and continue to hold office as such.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

No fraud has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

AUDIT COMMITTEE

The Audit Committee as on March 31, 2023 comprised of four members namely, Mr. Jeevagan Narayana Swami Nadar who is also the Chairman of the Committee, Mrs. Pritika Poonia, Mr. Sanjiv Chhikara, Independent Directors and Mr. Rajiv Rattan, a non-independent director. All the recommendations made by the Audit Committee, as to various matters during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review is set out in the Corporate Governance Report, which forms a part of the Annual Report.

COST AUDITORS

The Company was not required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board had appointed M/s S. Khandelwal & Co, Practicing Company Secretaries, to conduct a Secretarial Audit for the financial year 2022-23 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Reports of the Company and its material subsidiary i.e. Cocoblu Retail Limited, for the financial year ended March 31, 2023, are annexed as Annexure-D and Annexure D(a) to this Report. The Secretarial Audit Reports does not contain any reservation, qualification, or adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained the annual secretarial compliance report from M/s S. Khandelwal & Co, Practicing Company Secretaries. The Secretarial Compliance Report also does not contain any qualification, reservation, adverse remark or any disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that system is adequate and operating effectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability, state/ confirm that:

1. in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed and there were no material departures from the same;

2. 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 as at 31st March, 2023 and the losses of the Company for the year ended on that date;

3. the Directors had taken proper and sufficient care for 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;

4. the Directors had prepared the Annual Accounts of the Company on a ''going concern'' basis;

5. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and were operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-2023.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints. Your Company has framed a policy on Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from the women employee about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. During the year under review, there were no cases received/ filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to remain listed with BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the financial year 2023-2024, has been duly paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure - E to this Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FIs ALONG WITH REASONS THEREOF

There was no one time settlement done during the financial year 2022-23.

GREEN INITIATIVES

This year too, Annual Report and the notice of the 13th Annual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, KFin Technologies Limited.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section

108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice. Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

ACKNOWLEDGEMENT

Your directors take the opportunity to express their sincere gratitude to the Investors and to bankers of the Company, the governmental authorities, the employees of the Company and other persons and entities associated with the Company, for their continued assistance and support. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.


Mar 31, 2022

Your Directors present to you Twelfth Annual Report and the Audited Statement of Accounts of the Company for year ended March 31, 2022.

FINANCIAL RESULTS

Standalone

('' In lakhs) Consolidated

Particulars

March 31, 2022

March 31, 2021

March 31, 2022

March 31, 2021

Revenue from operations

260.00

10.00

1,399.26

10.00

Other income

4,759.37

172.02

57,899.50

172.02

Total income Expenses

5,019.37

182.02

59,298.76

182.02

(a) Cost of material consumed

-

-

855.41

-

(b) Employee benefits expense

290.69

99.14

645.00

99.14

(c) Finance cost

150.41

0.01

182.23

0.01

(d) Depreciation expense

63.50

0.17

125.49

0.17

(e) Other expenses

202.32

81.88

750.35

82.00

Total expenses

706.92

181.20

2,558.48

181.32

Profit/ (loss) before share of profit/ (loss) in associate

4,312.45

0.82

56,740.28

0.70

Share of loss in associate

-

-

(1,333.62)

-

Profit/ (loss) before tax Tax expense

4,312.45

0.82

55,406.66

0.70

(a) Current tax

-

-

-

-

(b) Deferred tax

20.33

-

20.33

-

Total tax expense

20.33

-

20.33

-

Profit/ (loss) for the year Other comprehensive income

4,292.12

0.82

55,386.33

0.70

Items that will not be reclassified to profit or loss

(10.87)

(5.36)

(14.58)

(5.36)

Income tax relating to items that will not be reclassified to profit or loss

-

-

-

-

Other comprehensive income (net of tax)

(10.87)

(5.36)

(14.58)

(5.36)

Total comprehensive income/ (loss) for the year

4,281.25

(4.54)

55,371.75

(4.66)

Paid-up equity share capital (face value of '' 2 per equity share)

27,645.39

27,645.39

27,645.39

27,645.39

Other equity as per statement of assets and liabilities

Earnings per share (EPS)

(face value of '' 2 per equity share)

44,342.12

40,060.87

42,234.36

(19,189.25)

- Basic (?)

0.311

0.000

4.007

0.000

- Diluted (?)

0.311

0.000

4.007

0.000

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profits for FY22 in P&L account and the total Profit of '' 4,281.25 Lakhs for the FY ended 2022 has been transferred to Retained Earnings. The closing balance of the Retained Earnings which forms a part under the head Other Equity in the Financial Statement of the Company for the FY 2022, after all appropriations and adjustments is '' 1,009.42/- Lakhs on Consolidated basis and '' 3,117.03/- Lakhs on Standalone basis.

BUSINESS REVIEW

During the year under review, the Company has posted net profit of '' 4,281.25 Lakhs.

The Company is into the business of manpower/human resource supply and consultancy, payroll management services and other related activities.

Company''s criteria for selecting the new-age businesses are low capital expenditure requirement, low debt, clean tech, nonpolluting industries (ESG compliant), rapidly scalable, direct to consumer engagement, profitable from beginning, etc. In light with the stated objective, the Company through its subsidiaries, has forayed into businesses like e-commerce, fintech, drones and electric vehicles, details of which can be referred to in the Chairman''s Message and Management Discussion and Analysis report.

CHANGE IN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the Financial Year 2021-22, the Company altered the object clause(s) of its Memorandum of Association, duly approved by the shareholders in the 11th Annual General Meeting of the Company held on September 21, 2021. The alteration in the object clause(s) was registered by the Registrar of Companies, NCT of Delhi vide its certificate dated October 22, 2021.

Further, post closure of Financial Year an amendment in the object clause of Memorandum of Association of the Company to include an object of providing services of planning, marketing, securing, developing infra-structuring activity was approved by Shareholders through Postal Ballot, result of which was declared on August 3, 2022 and registered by Registrar of Companies, Delhi on August 12, 2022.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rajiv Rattan (DIN: 00010849), would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for the same.

During the financial year, Mrs. Namita (DIN: 08058824) resigned as Non-Executive Director of the Company w.e.f. December 23,

2021, due to personal reasons and Mrs. Anjali Nashier (DIN: 01942221) was appointed as Non- Executive Director w.e.f. December 23, 2021).

Mr. RK Agarwal ceased to be the Company Secretary of the Company w.e.f. October 13, 2021 and Mr. Rajesh Arora was appointed as the Company Secretary of the Company w.e.f. October 14, 2021.

Mr. Vikas Kumar Adukia resigned as a Chief Financial Officer of the Company w.e.f. April 29, 2021 and Mr. Amit Jain (PAN: AEUPJ9311H) was appointed as Chief Financial Officer of the Company w.e.f. October 11, 2021.

Post closure of financial year, Mr. Amit Jain (PAN: AEUPJ9311H) ceased to be the Chief Financial Officer of the Company w.e.f. 02 April, 2022 and Mr. Amit Jain (PAN: AFKPJ7410C) had been appointed as Chief Financial Officer of the Company w.e.f 02 April,

2022.

Since induction of Mrs. Anjali Nashier on the Board of Directors of the Company ("Board") was as additional director, her appointment as such would come to an end on the date of the ensuing Annual General Meeting (AGM) of the Company. The appointment of Mrs. Anjali Nashier, as a director of the Company liable to retire by rotation is proposed before the shareholders in the ensuing AGM.

The matters as to (a) re appointment of Mr. Rajiv Rattan, as a director of the Company liable to retire by rotation and (ii) appointment of Mrs. Anjali Nashier as the director of the Company liable to retire by rotation have accordingly been included in the Notice convening the Annual General Meeting of the Company for the financial year 2021-22, for the approval of the members of the Company.

The detailed profile of the Directors seeking appointment is given in the explanatory statement accompanying notice to AGM and additionally in the Corporate Governance Report forming part of the Annual Report.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Mr. Sanjay Khandelwal Practicing Company Secretary that none of the Company''s Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act, Mr. Sanjiv Chhikara, Mr. Jeevagan Narayana Swami Nadar and Mrs. Neha Poonia are the Independent Directors of the Company as on March 31, 2022 and also as on date. The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date ("Listing Regulations") (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Company''s Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2)(i) of SEBI (LODR) Regulations the details of the Familiarisation Programme for Independent Directors are available at the Company''s website

https://rattanindia.com/wp-content/uploads/2022/08/4-FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTQRS-1.pdf. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company''s Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company''s website at the web-link https://www.rattanindia.com/ril/appointment-of-director-and-kmp/

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance of Non - Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Director and NEDs.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 12 meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat, have been provided in the Corporate Governance Report.

Additionally a meeting of the Independent directors of the Company was held on August 13, 2021, with the participation of all Independent Directors of the Company at the meeting except one.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of the Companies Act, 2013, the Company has in place, a well-defined and well structured, Corporate Social Responsibility Policy (CSR Policy) as drawn up by the Corporate Social Responsibility Committee ("CSR Committee") and approved by the Board.

The CSR Committee of the Company as on March 31, 2022, consists of three directors namely Mr. Sanjiv Chhikara, Independent Director, who is the Chairman of the Committee, Mrs. Neha Poonia, Independent Director and Mr. Rajesh Kumar, Non-Independent Director. The Committee has been formed with the objective of implementing and monitoring the CSR Policy of the Company under the control and supervision of the Board of Directors.

The CSR Policy of the Company lays down the various causes to which the Company would be making its CSR contribution, towards effectuation of the policy. The Company was not statutorily required to make any contributions, towards CSR, during the year under review, as there has been an average net loss. The CSR Policy of the Company has been uploaded on the website of the Company and is available at the link: https://www.rattanindia.com/ril/csr-policy/. The Annual report on CSR forms a part of the Directors Report and is annexed hereto as Annexure-A.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In due compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board And its Powers) Rules, 2014, as amended upto date, a well formulated and meticulously framed policy has been in place in the Company which is followed in letter and spirit. The policy is uploaded on the website of the Company at the weblink: https://rattanindia.com/ wp-content/uploads/2022/D8/POLICY-ON-MATERIALITY-OF-RELATED-PARTY-TRANSACTIQNS-AND-DEALING-WITH-RELATED-PARTY-TRANSACTIONS.pdf.

During the year under review all the related party transactions entered into by the Company were with the prior approval of the Audit Committee. All such transactions were at an arms -length basis and in the ordinary course of business of the Company and a detail of such transactions, forms a part of the financial statements of the Company for the financial year 2021-22, which form a part of the Annual Report. Certain transactions, which were repetitive in nature, were approved through omnibus route.

There were no material transactions of the Company with any of its related parties without the consent of the shareholders.

The details of such transactions, forms a part of the financial statements of the Company for the financial year 2021-22, which form a part of the Annual Report.

LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME AND AMOUNT

Please refer notes to the financial statement, for details of the loans, pursuant to and in terms of the provisions of Schedule V Para C clause (10)(m) of the Listing Regulation, which are in the nature of loans and advances to firms/companies in which directors are interested.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Internal financial controls of the Company are commensurate with the nature and size of business operations. Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

(1) the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

RISK MANAGEMENT

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors on June 18, 2021 comprising of Mr. Rajiv Rattan - a Non-Independent Director as the Chairman, Mr. Rajesh Kumar, a Non-Independent Director, Mr. Jeevagan Narayana Swami Nadar, Independent Director and Mr. Ashok Sharma as the other members, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular.

The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company.

The policy has been uploaded on the website of the Company and can be accessed at the web link https://www.rattanindia.com/ril/risk-management-policy/.

PUBLIC DEPOSITS

During the year under review your company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.

DETAILS OF LOANS/GUARANTEES & SECURITIES /INVESTMENTS MADE BY THE COMPANY

Full particulars of the loans given, guarantees extended or securities provided and the investments made by the Company in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder and have been adequately described in the notes to Financial Statements. The same are in consonance the provisions of the aforesaid section.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the requirements of Section 129(3) of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

(a) Consolidated financial statements of the Company and its subsidiaries/associate for the financial year ended March 31, 2022 were prepared, for being presented to the shareholders for approval along with the standalone financial statements of the Company for the said financial year.

(b) a separate statement containing the salient features of financial statements of the subsidiaries/associate in the stipulated form AOC- 1 is also being annexed to the financial statements, as a part of the Annual Report.

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries/associate, are available on the Company''s website at https://rattanindia.com/ril/audited-financial-statements-of-subsidiaries/.

DIVIDEND

No dividend has been recommended for the financial year 2021-2022. The "Dividend Distribution Policy" formulated in terms of and pursuant to the Regulation 43A of the Listing Regulations, forms part of the Annual Report, is available on the website of the Company: https://rattanindia.com/wp-content/uploads/2022/38/Dividend-Distribution-Policv-RattanIndia-Enterprises-Limited.pdf

MATERIAL CHANGE AND FINANCIAL COMMITMENT

Apart from the information provided/disclosures made elsewhere in the Directors'' Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the end of the Financial year of the Company i.e. March 31, 2022 till date of this Report.

SHARE CAPITAL

There was no change in the paid up equity share capital of the Company during the Financial Year 2021-22.

The paid up equity share capital of the Company is '' 2,764,539,184 (Rupees Two Hundred Seventy Six Crores Forty Five Lakh Thirty Nine Thousand One Hundred Eighty Four) divided into 1,382,269,592 (One Hundred Thirty Eight Crore Twenty Two Lakh Sixty Nine Thousand Five Hundred Ninety Two) equity shares of '' 2/- each.

HUMAN RESOURCES

Your Company continued the people framework of 6 levers - Culture, Capability, Capacity, Compassion, Collaboration and Contribution to meet dynamic business requirements towards building a high performing and caring organization.

EMPLOYEE HEALTH & SAFETY

The end of the financial year 2020 was marked by the COVID-19 crisis which not only impacted livelihoods but also lives as well, and this crisis has extended for a period beyond a year. Your Company swung into action by forming a dedicated team with the primary objective to focus on the health and safety of employees and their family members through interventions as appropriate which included measures such as "Work from Home" policy, access to qualified medical practitioners etc.. Your Company continues to monitor the well-being of its workforce and has taken several measures to engage with and provide timely support to the families that were affected by the pandemic.

DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013

The Company doesn''t have any holding company. The executive director do not receive any remuneration or commission from the subsidiary company.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company''s website on https://rattanindia.com/ril/annual-return-section-92-of-companies-act-2013/.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2022, your Company had five Indian subsidiary companies namely Cocoblu Retail Limited, Neosky India Limited, Neotec Enterprises Limited, Neotec Insurance Brokers Limited and RattanIndia Investment Manager Private Limited. The company has one Foreign Subsidiary, Neorise Technologies - FZCO.

The Company has an associate company namely Revolt Intellicorp Private Limited.

During the financial year, RattanIndia Power Limited ceased to be an associate company of the Company.

Post closure of the financial year, an investment was made by Neosky India Limited, a wholly owned subsidiary of the Company in Throttle Aerospace Systems Private Limited ("TAS") and acquired 60% stake on a fully diluted basis in TAS and subsequent to the said investment, TAS has become a step down subsidiary of the Company.

In accordance with Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements incorporating the Financial Statements of all Subsidiaries/Associate, which form part of the Annual Report.

A report on the performance and financial position of each of the subsidiaries/associate has been provided in Form AOC-1 as per Section 129(2) of the Companies Act, 2013 (the Act).

Further, pursuant to the provisions of Section 136 of the Act, the audited financial statements including consolidated financial statements along with relevant documents of the Company and audited financial statements of the subsidiaries are available on the website of the Company www.rattanindia.com

The Company''s Policy on material subsidiaries may be accessed on the Company''s website at the web-link: https://rattanindia.com/wp-content/uploads/2022/38/policv-on-material-subsidiaries.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing the top ten employees and the employees drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the report. However, In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said information on employees'' particulars. The said statement is also available for inspection 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. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an Annexure-B, to this Report.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee.

The Whistle Blower Policy is available on the website of the Company

https://rattanindia.com/wp-content/uploads/2022/38/whistle-bLower-policv-vigil-mechanism-rel.pdf BUSINESS RESPONSIBILITY REPORT

The Regulation 34 of the Listing Regulations mandate the inclusion of the Business Responsibility Report (BRR), describing the initiating taken by the listed entity from an environmental, social and governance perspective, as part of the Annual Report for the top 1,000 listed entities based on market capitalization. In compliance with the said regulation, we have enclosed BRR as Annexure - C.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

4. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC)

EMPLOYEE STOCK OPTIONS

The Company has established RattanIndia Enterprises Limited Employee Stock Option Plan - 2019 ("REL ESOP 2019") to reward and motivate Employees and to attract and retain the best talent by providing them an additional incentive in the form of stock options to acquire a certain Shares of the Company at a future date at an exercise price which shall be in accordance with the applicable accounting policies.

The applicable disclosures as stipulated under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as on March 31, 2022 is not required as there are no outstanding stock options as at the end of financial year 2021-22.

Post closure of the financial year, the scheme "RattanIndia Enterprises Limited Employee Stock Option Plan - 2019" was cancelled.

Post closure of the financial year, the shareholders of the company accorded their approval for institution of "RattanIndia Employee Stock Option Plan 2022" through postal ballot, the results of which was declared on August 03, 2022.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report, as required in terms of the provisions of Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the applicable regulation of SEBI (LODR) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance

with the requirements of Listing regulations as set out in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to the Report.

STATUTORY AUDITORS & AUDITORS'' REPORT

M/s Walker Chandiok & Co LLP, Chartered Accountants (Registration no.: 001076N/N500013), Statutory Auditors of the Company, have in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, were appointed in the 10th Annual General Meeting held on September 30, 2020, as the Statutory Auditors of the Company to hold office as such for a term of five years, from the financial year 2020-21 to 2024-25.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act. AUDIT COMMITTEE

The Audit Committee as on March 31, 2022 comprised of four members namely, Mr. Jeevagan Narayana Swami Nadar who is also the Chairman of the Committee, Mrs. Neha Poonia, Mr. Sanjiv Chhikara, Independent Directors and Mr. Rajiv Rattan, a nonindependent director. All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of the Annual Report.

COST AUDITORS

The Company was not required to maintained cost records as specified under Section 148(1) of the Companies Act, 2013. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board had appointed M/s S. Khandelwal & Co, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2021-22 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2022, is annexed as Annexure-D to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained annual secretarial compliance report from M/s S. Khandelwal & Co, Practicing Company Secretaries The Secretarial Compliance Report also does not contain any qualification, reservation, adverse remark or any disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has proper system in place to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that system is adequate and operating effectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, state/confirm that:

1. in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards had been followed and there were no material departures from the same;

2. 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 as at 31st March, 2022 and the profits of the Company for the year ended on that date;

3. the Directors had taken proper and sufficient care for 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;

4. the Directors had prepared the Annual Accounts of the Company on a ''going concern'' basis;

5. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and were operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2021-2022.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints. Your Company has framed a policy on Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from the women employee about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to remain listed with BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the financial year 2022-2023, has been duly paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -''E'' to this Report.

GREEN INITIATIVES

This year too, Annual Report and the notice of the 12th Annual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, KFin Technologies Limited.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down

ACKNOWLEDGEMENT

Your directors take the opportunity to express their sincere gratitude to the Investors and to bankers of the Company, the governmental authorities, the employees of the Company and other persons and entities associated with the Company, for their continued assistance and support which has enabled the Company to turn into a major Power supplying entity in the private sector thereby being able to earn substantial operational revenues and start making profits.

For and on behalf of the Board of Directors

Sd/-

Place : New Delhi Rajiv Rattan

Date : August 12, 2022 Chairman

DIN:00010849


Mar 31, 2018

Dear Shareholders,

The Directors present to you the Eighth Annual Report of the Company together with the audited financial statements for the financial year ended March 31, 2018.

FINANCIAL RESULTS

The summary of the financial results of the Company for the financial year ended March 31, 2018, is as under-

(Rs. in lakhs)

Standalone

Particulars

March 31, 2018

March 31, 2017

Revenue from operations

Profit/(Loss) from operations before other income, finance costs and exceptional items

Other income

Finance costs

Exceptional items

Loss before Tax

Tax Expense

Loss for the year

Other comprehensive income

Total comprehensive income for the year

Paid-up equity share capital (face value of Rs. 2 each)

Other equity Earning per shares (in Rs.)

(193.90)

4.19

(189.71)

(189.71)

(0.36)

(190.07)

27,645.39

40,170.09

(0.0138)

(538.14)

21.97

(516.17)

(5.08)

(511.09)

38.68

(472.41)

27,645.39

40,360.16

(0.0342)

Further, the details of performance of associate is getting reflected in the consolidated financial statements, which forms a part of the Annual Report.

GENERAL RESERVE

In view of the losses incurred during the financial year ended March 31, 2018, it has not been possible to transfer any amount to general reserve.

BUSINESS REVIEW

During the year under review, the Company has posted net loss of Rs. 190.07 lacs. Your Company is looking for consultancy options in generation, transmission and distribution of power. We understand the dynamics of these areas and our goal is to maintain effective relationships with stakeholders by using the extensive knowledge to benefit our clients.

SHARE CAPITAL

There was no change in the paid up equity share capital of the Company during the Financial Year 2017-18. The paid up equity share capital of the Company is Rs. 2,764,539,184 divided into 1,382,269,592 equity shares of Rs. 2/- each.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND THE DATE OF REPORT

Subsequent to the end of the financial year on March 31, 2018 till date, there has been no material change and / or commitment which may affect the financial position of the Company.

DIVIDEND

No dividend has been recommended for the year ended March 31, 2018.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

Mr. Raghunandan Kumar Sharma (PAN: AEZPS2240F), a qualified Electrical Engineer with a rich and varied experience in the Power sector was appointed as the Manager and thereby a Key Managerial Personnel of the Company, with effect from February 5, 2018.

Mrs. Namita (DIN: 08058824), a young and dynamic Management and Law graduate with rich experience in the field of Human Resource Development in various industrial sectors such as power, cement, mining etc. was appointed as Woman Director on the Board of the Company, with effect from March 30, 2018.

The Board of Directors recommends confirmation to the appointment of Mr. Raghunandan Kumar Sharma as Manager and Mrs. Namita as a regular director of the Company.

Mr. Yashish Dahiya one of the Independent Directors resigned from the Board of the Company w.e.f. October 12, 2017. Mrs. Anjali Nashier a Non-Executive Director resigned from the Board of the Company w.e.f. March 30, 2018. The Board has placed on record its deep appreciation for the services rendered by Mr. Dahiya and Mrs. Nashier during their association on the Board of the Company.

Mr. Rajiv Rattan, the Chairman of the Company and a Whole-time Director on the Board of the Company was designated as a non-executive director on the Board of the Company effective February 5, 2018.

The Board has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 7 of Section 149 of the Act, and in the opinion of the Board they fulfill the conditions specified in the Act and the Rules made thereunder and are Independent of the management.

The other key managerial personnel of the Company are Mr. Arun Chopra, Chief Financial Officer and Mr. R. K. Agarwal, Company Secretary.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

As mandated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company has a Nomination and Remuneration Committee in place, the constitution, the terms of reference and the scope of responsibility whereof are described in the Report on Corporate Governance, forming part of the Annual Report.

The selection and appointment of Directors and their remuneration owes its genesis to the policy formulated by the Nomination and Remuneration Committee within the four corners of its charter and scope of responsibility with due consideration to the stipulations under various applicable enactments and regulations, primarily including the Companies Act, 2013 and in particular Section 178(3) thereof, the Listing Regulations and the Income Tax Act, 1961. In formulating the policy, care has been taken to ensure that criteria laid down therein enable the Company to strike a balance between what is mandated by law, in letter as well as spirit, the principles of sound corporate governance, the functional requirements of the Company and the industry norms. It would be pertinent to mention here that the Policy is subject to periodic review by the Nomination and Remuneration Committee. The Policy may be accessed on Company’s website at the link: http://www.rattanindia.com/ril/investor-contacts/.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Regular evaluation of the performance of the individual directors, the Board of Directors as a whole and the various committees of the Board, is not merely a legal requirement for the Company but a feature of its overall work policy, towards which end a periodic performance evaluation exercise is carried out in the Company so as to ensure that the performance of the Board, the individual directors and the various Board Committees adheres to and in fact goes beyond the standards laid down for the purpose and in the event of any deviations between the actual and the standardized performance coming to light, immediate and necessary rectifications are effected.

As in the previous financial years, an annual evaluation of performance of the Board, the various Board Committees and the individual directors, the evaluation exercise carried out in the financial year 2017-18 involved the following:

(a) Proper analysis of the laid down performance standards so as to ascertain as to whether any modifications were required in the same due to the change in the circumstances pertinent to the business of the Company, the developments in the business, the regulatory changes and the socio economic as well as geo political environment within and outside the Country, with the passage of time since the time, these standards had been laid down. The necessary adjustments/ modifications in such standards were made, wherever so required.

(b) making the Board and the individual directors aware of the aforesaid modifications and circulating questionnaires, carefully drawn up in line with the performance standards and after factoring in the business and operational developments and changes, the financial and operational reports etc., among them so as to gather their feedback on the processes of the Board, processes of the individual committees and performance and functional efficacy and activeness of the individual directors, with the nature and size of the Company operations, the operational advantages and bottlenecks, the skill sets, knowledge and expertise of various directors.

(c) A detailed study and evaluation of the responses so received and taking the measures dictated by such responses to initiate remedial measures wherever required.

It would be pertinent to mention here that performance evaluation of the Non-Independent Directors is carried out by Independent Directors who also assess the quantity, quality and timeliness of flow of information between the Company management and Board.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

There is no subsidiary of the Company nor is the Company in any joint venture with any other company. Further, there has been no change in the associate company of the Company, i.e. RattanIndia Power Limited. A report on the performance and financial position of the associate company in the form AOC-1, stipulated under Companies Act, 2013, is provided as an Annexure to the consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Sections 129, 134, 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared a consolidated financial statement of the Company and its associate and a separate statement containing the salient features of financial statements of the associate in the form AOC-1 forms a part of the Annual Report. The financial statements as stated above, are also available on the website of the Company at http://www.rattanindia.com/ril/annual-report/

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company comprises of Mr. Sanjiv Chhikara as the Chairman and member and Mrs. Namita and Mr. Debashis Gupta as other members. The Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the CSR activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The CSR Policy may be accessed on the Company’s website at the link http://www.rattanindia.com/ril/investor-contacts/

The Annual Report on CSR forms a part of the Board’s Report and is annexed herewith marked as Annexure ‘A’.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management’s Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued by a Practicing Company Secretary is attached to and forms integral part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, the Directors state that:

1. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. they 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 as at 31st March, 2018 and of the profit and loss account of the Company for the year ended on that date;

3. they 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;

4. they had prepared the annual accounts of the Company on a ‘going concern’ basis;

5. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.rattanindia.com/ril/investor-contacts/.

Since all Related Party Transactions entered into by the Company were in the ordinary course of business and at an arms- length basis, form AOC-2 is not applicable to the Company. However the details of various related party transactions entered into during the financial year 2017-2018 are adequately set out in the notes to Financial Statements.

RISK MANAGEMENT

The Company has laid down code to inform board members about the risk assessment and minimization procedures. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Risk Management Policy of the Company primarily focuses on identifying, assessing and managing risks in the areas of — Company’s assets and property, Employees, Foreign Currency Risks, Operational Risks, Non-compliance of statutory enactments, Competition Risks and Contractual Risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of the provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors are enjoined with the responsibility of ensuring that adequate systems of financial control are in place and operational in the Company. The Board of Directors have devised and effectuated a system of internal control commensurate with the nature and size of operations of the Company, covering within its ambit every sphere of operations and activities including more particularly the financial controls.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

AUDITORS & AUDITORS’ REPORT

In the fourth Annual General Meeting of the Company held on September 30, 2014, M/s Sharma Goel & Co. LLP, Chartered Accountants (Regn. No. 000643N), were appointed as Statutory Auditors of the Company up to the financial year 2018-19 i.e. till the conclusion of Ninth Annual General Meeting of the Company.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 8th AGM.

The Notes on financial statement referred to in the Auditors’ Report are self — explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud during the year under review.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S Khandelwal & Co, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure ‘B’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

GREEN INITIATIVES

Electronic copies of the Annual Report 2018 and Notice of the 8th AGM are being sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2018 and Notice of the 8th AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions setforth in the Notice convening the 8th AGM of the Company. This is pursuant to Section 108 of the Companies Act, 2013 and the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

LISTING WITH STOCK EXCHANGE

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to the exchanges for the financial year 2018-2019 have been paid. The Global Depository Receipts of the Company continue to be listed on the Luxembourg Stock Exchange.

DISCLOSURES: Audit Committee

During the year, the Audit Committee was reconstituted owing to resignation of Mr. Yashish Dahiya, independent Director as its member. The Audit Committee thus comprised of four members namely, Mr. Narayanasany Jeevagan, independent Director as the Chairman, Mr. Debashis Gupta, Mr. Sanjiv Chhikara, independent Directors and Mr. Rajiv Rattan, non-executive director, as the other members.

The details about Audit Committee and its terms of reference etc. have been given in Corporate Governance Report.

All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board.

Vigil Mechanism

In line with the requirements under Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, the Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing / vigil mechanism. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or policy. To guard against the victimization of the persons using the vigil mechanism, the Whistle Blower Policy of the Company makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: http://www. rattanindia.com/ril/investor-contacts/.

Meetings of the Board

Eight meetings of the Board of Directors were held during the FY 2017-18. For further details, please refer report on Corporate Governance to this Annual Report. Additionally a meeting of the Independent directors of the Company was held on May 15, 2018.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -’C’ to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure ‘D’ to this Report.

Particulars of Employees

The information required pursuant to Section 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect as to the names and other particulars of the employees drawing remuneration in excess of the stipulated limits, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are therefore being sent to the Members and others entitled thereto, excluding the said information on employees’ particulars. However in addition to any member interested in obtaining such information, being provided with a copy of the statement containing such information, as indicated in the foregoing para, the same 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.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are however being provided in “Annexure E”, to this Report.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as no transactions pertaining thereto were undertaken/there were no developments pertinent to same, during the year under review:

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. Significant or materials orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. Remuneration or commission to the Whole-time Director of the Company.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA)

Your Directors further state that during the year under review, there were no cases filed pursuant to the SHWWA as the Company is fully complaint with the provisions of the same.

It would be also pertinent to mention here that a Company has constituted a Internal Complaints Committee under SHWWA.

WEBSITE: www.rattanindia.com/ril

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, bankers, financial institutions and government authorities during the year. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Sd/-

Place : New Delhi Rajiv Rattan

Date : August 31, 2018 Chairman


Mar 31, 2015

Dear Shareholders,

The Directors present to you the Fifth Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The summary of the financial results of the Company for the financial year ended March 31, 2015, is as under-

(Amount in Rs.)

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Profit before Tax and Depreciation 4,821,614 8,236,756

Less: Depreciation 30,497 78,914

Profit before Tax 4,791,117 8,157,842

Add/Less: Tax Expense/Tax Adjustment (1,170,807) 4,311,478

Profit after Tax 5,961,924 3,846,364

Add: Balance Bought Forward Losses (51,137,318) (54,983,682)

Less: Adjustment relating to fixed assets (209,534) -

Accumulated Loss (45,384,928) (51,137,318)

BUSINESS REVIEW

Consultancy services are a growing business in India. During the year under review, the Company has earned non-operational income of Rs. 400.21 lacs and the profit after tax was Rs. 59.62 lacs. Your Company is looking for consultancy options in generation, transmission and distribution of power. We understand the dynamics of these areas and our goal is to maintain effective relationships with stakeholders by using the extensive knowledge to benefit our clients.

DIVIDEND

In view of insufficient profits during the period under review, no dividend has been recommended for the year ended March 31, 2015.

NAME CHANGE OF THE COMPANY

During the year under review, the name of the Company got changed from India bulls Infrastructure and Power Limited to Rattan India Infrastructure Limited with effect from November 3, 2014 consequent to the issuance of a fresh certificate of incorporation by the Registrar of Companies, NCT of Delhi & Haryana, in favour of the Company, on the said date. The shareholders of the Company had approved the change in the name of the Company as aforesaid, through a special resolution passed to such effect, by way of a postal ballot, on October 16, 2014.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

In accordance with the provisions of the Companies Act, 2013 and the Rules framed thereunder and the Articles of Association of the Company, Mrs. Anjali Nashier (DIN: 01942221) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for reappointment. The Board of Directors recommends her re-appointment. During the year under review, Mr. Sameer Gehlaut, Mr. Saurabh Kumar Mittal, Mr. Ram Kumar Sheokand, Mr. Rajender Singh Malhan and Mr. Joginder Singh Kataria had resigned from the Board. The Board places on record its deep appreciation for the valuable contribution made by them during their tenure as members of the Board of the Company.

During the year under review, Mrs. Anjali Nashier was appointed as a non-executive Non-Independent Director liable to retire by rotation and Mr. Yashish Dahiya, Mr. Debashis Gupta, Mr. Sanjiv Chhikara and Mr. Narayanasany Jeevagan as Independent Directors and thus not liable to retire by rotation.

The Board has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Act, and in the opinion of the Board they fulfil the conditions specified in the Act and the Rules made thereunder and are Independent of the management.

Mr. Rajiv Rattan was reappointed as Whole-time Director of the Company for a further period of five years on nil remuneration with effect from February 21, 2015.

Brief resumes of Mr. Rajiv Rattan and Mrs. Anjali Nashier, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, is provided in the Report on Corporate Governance forming part of the Annual Report.

Mr. Samir Taneja was appointed as Chief Financial Officer (CFO) of the Company in terms of Section 203 of the Companies Act, 2013. Mr. R. K. Agarwal was appointed as Company Secretary pursuant to Section 203 of the Companies Act, 2013 and as Compliance Officer in terms of the Listing Agreement with stock exchanges effective August 20, 2014 in place of Mr. Gaurav Srivastava who ceased as Company Secretary from August 19, 2014.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

As mandated by Clause 49 of the Listing Agreements as also Section 178 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company has a Nomination and Remuneration Committee in place, the constitution, the terms of reference and the scope of responsibility whereof are described in the Corporate Governance Report, forming part of the Board's Report.

The selection and appointment of Directors and their remuneration owes its genesis to the policy formulated by the Nomination and Remuneration Committee within the four corners of its charter and scope of responsibility with due consideration to the stipulations under various applicable enactments and regulations, primarily including the Companies Act, 2013 and in particular section 178(3) thereof, the Listing Agreements and the Income Tax Act, 1961. In formulating the policy, care has been taken to ensure that criteria laid down therein enable the Company to strike a balance between what is mandated by law, in letter as well as spirit, the principles of sound corporate governance, the functional requirements of the Company and the industry norms. The Policy may be accessed on Company's website at the link: http://www.rattanindia.com/ril/investors.htm.

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Audit and Nomination and Remuneration Committees. A structured questionnaire/ performance evaluation forms were prepared taking into consideration inputs received from the Directors for evaluation of the Board and its Committees, their effectiveness was broadly based on parameters like Strategic and Operational Oversight, the Dynamics, Composition, Level of Expertise, Terms of Reference, Board support and processes, Governance etc.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Director was carried out by the Independent Directors who also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board. The Directors expressed their satisfaction with the evaluation process.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

There is no subsidiary of the Company nor is the Company in any joint venture with any other company. Further, there has been no change in the associate company of the Company, i.e. Rattanlndia Power Limited.

CORPORATE SOCIAL RESPONSIBILITY

TheCorporate Social Responsibility Committee oftheCompany comprises of Mrs.AnjaliNashierastheChairpersonandmemberand Mr. Sanjiv Chhikara and Mr. Yashish Dahiya as other members. The said Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the CSR activities to be undertaken by the Company and is responsible for monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR Policy may be accessed on the Company's website at the link http://www.rattanindia.com/ril/investors. htm.

The Annual Report on CSR forms a part of the Board's Report and is annexed herewith marked as Annexure A'.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on Corporate Governance as stipulated under clause 49 of the Listing Agreement forms an integral part of this Report. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements of Corporate Governance in relation to clause 49 of the Listing Agreement is attached to the report on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

1. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. 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 as at 31st March, 2015 and of the profits of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.rattanindia.com/ril/investors.htm.

Since all Related Party Transactions entered into by the Company were in the ordinary course of business and at an arms- length basis, form AOC-2 is not applicable to the Company. However the details of various related party transactions entered into during the financial year 2014-2015 are adequately set out in the notes to Financial Statements at page no. 62 of this report.

RISK MANAGEMENT

The Company has laid down a code to inform board members about the risk assessment and minimization procedures. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Risk Management Policy of the Company primarily focuses on identifying, assessing and managing risks in the areas of- Company's assets and property, Employees, Foreign Currency Risks, Operational Risks, Non-compliance of statutory enactments, Competition Risks and Contractual Risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of the provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors are enjoined with the responsibility of ensuring that adequate systems of financial control are in place and operational in the Company. The Board of Directors have devised and effectuated a system of internal control commensurate with the nature and size of operations of the Company, covering within its ambit every sphere of operations and activities including more particularly the financial controls.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

AUDITORS & AUDITORS' REPORT

In the fourth Annual General Meeting of the Company held on September 30, 2014, M/s Sharma Goel & Co. LLP, Chartered Accountants (Regn. No. 000643N), were appointed as Statutory Auditors of the Company up to the financial year 2018-19 i.e. till the conclusion of Ninth Annual General Meeting of the Company. In terms of the applicable provisions of the Companies Act, 2013, the company shall place the matter relating to such appointment for ratification by members at every annual general meeting. Accordingly, the appointment of M/s Sharma Goel & Co. LLP, Chartered Accountants, Auditors is placed before the members for ratification. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder.

The Notes on financial statement referred to in the Auditors' Report are self - explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messers D. K. Agarwal & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure 'B' to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

GREEN INITIATIVES

Electronic copies of the Annual Report 2015 and Notice of the 5th AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and Notice of the 5th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and the Companies (Management and Administration) Amendment Rules, 2015. The instructions for e-voting are provided in the Notice.

LISTING WITH STOCK EXCHANGE

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to the exchanges for the financial year 2015-2016 have been paid. The Global Depository Receipts of the Company continue to be listed on the Luxembourg Stock Exchange.

DISCLOSURES:

Audit Committee

The Audit Committee comprises of three members namely, Mr. Narayanasany Jeevagan, independent Director as the Chairman and member and Mr. Debashis Gupta, independent Director and Mr. Rajiv Rattan, executive Director, as the other two members.

The details about Audit Committee and its terms of reference etc. have been given in Corporate Governance Report.

All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board.

Vigil Mechanism

The Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy in order to provide a framework for responsible and secure whistle blowing / vigil mechanism. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or policy. To guard against the victimization of the persons using the vigil mechanism, the Whistle Blower Policy of the Company makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.rattanindia. com/ril/investors.htm.

Meetings of the Board

Eleven meetings of the Board of Directors were held during the FY 2014-15. For further details, please refer report on Corporate Governance to this Annual Report.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure -'C to this Report.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure 'D' to this Report.

Particulars of Employees

The information required pursuant to Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect as to the names and other particulars of the employees drawing remuneration in excess of the stipulated limits, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are therefore being sent to the Members and others entitled thereto, excluding the said information on employees' particulars. However in addition to any member interested in obtaining such information, being provided with a copy of the statement containing such information, as indicated in the foregoing para, the same 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.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are however being provided in Annexure 'E', to this Report.

Statutory Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ developments on these items during the year under review:

1. Deposit from the public falling within the ambit of Section 73 of the Act and rules made thereof.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Whole-time Director of the Company did not receive any remuneration or commission from the Company.

5. No significant or materials orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA)

Your Directors further state that during the year under review, there were no cases filed pursuant to the SHWWA and rules made thereof.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, bankers, financial institutions and government authorities during the year. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Sd/-

Date : September 1, 2015 Rajiv Rattan

Place : New Delhi Chairman


Mar 31, 2014

Dear Shareholders,

The Directors present to you the Fourth Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The summary of the financial results of the Company for the financial year ended March 31, 2014, is as under-

(Amount in Rs.)

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Profit/(Loss) before Tax and Depreciation 8,236,756 (21,683,305)

Less: Depreciation 78,914 78,914

Profit/(Loss) before Tax 8,157,842 (21,762,219)

Less: Tax Expense 4,311,478 (185,162)

Profit/(Loss) after Tax 3,846,364 (21,577,057)

Add: Balance Bought Forward (54,983,682) (33,406,625)

Amount transferred to Reserves and Surplus (51,137,318) (54,983,682)

BUSINESS REVIEW

Consultancy services are a growing business in India and it includes Generation, Transmission, Distribution, Renewable, Energy Efficiency, smart Grid etc.

The advisory portfolio of major power consultancy firms includes

- Identifying Opportunities for setting up of Thermal/Wind/Solar/Biomass based power projects.

- Mergers and Acquisitions

- Fuel arrangements and procurement

- Decentralized Distributed Generation for power

- Consultancy Services for Sale, Purchase & Transaction management

- Regulatory & Policy Advisory

- IT implementation

- Energy efficiency advisory

During the year under review, the Company has earned non-operational income of Rs. 300.39 lacs and the profit after tax was Rs. 38.46 lacs. Your Company is looking for consultancy options in generation, transmission and distribution of power. We understand the dynamics of these areas and our goal is to maintain effective relationships with stakeholders by using the extensive knowledge to benefit our clients.

DIVIDEND

In view of insufficient non-operational profits during the period under review, no dividend could be recommended for the period ended March 31, 2014.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

DIRECTORS

Mr. Sameer Gehlaut (DIN: 00060783) has resigned from the Chairmanship and Directorship of the Company with effect from 9th July 2014. Mr. Rajiv Rattan an existing director assumed the Chairmanship of the Company and its Board with effect from the said date.

The Board thanked Mr. Gehlaut for the contributions made by him during his tenure as member of the Board of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Saurabh Kumar Mittal (DIN: 01175382) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board of Directors recommends his re-appointment.

Mrs. Anjali Nashier (DIN: 01942221) is proposed to be appointed as a Director of the Company, liable to retire by rotation.

The Board of Directors of the Company (the Board) has proposed the appointment of Mr. Yashish Dahiya (DIN:00706336), Mr. Debashis Gupta (DIN: 02774388), Mr. Sanjiv Chhikara (DIN: 06966429) and Mr. Narayanasany Jeevagan (DIN: 02393291), as Independent Directors of the Company, for a period of 5 (five) years, effective from the date of their appointment. Keeping in view their vast experience & knowledge, the Board is of the view that it will be in the interest of the Company that they are appointed as Independent Directors on its Board. Upon the approval of the shareholders to their appointment, as Independent Directors, the appointment of Mr. Yashish Dahiya, Mr. Debashis Gupta, Mr. Sanjiv Chhikara and Mr. Narayanasany Jeevagan as such, shall be formalized by the Board by issuing letters of appointment to them.

Brief resume of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

SUBSIDIARIES

There is no subsidiary of the Company.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Joginder Singh Kataria as the Chairman and Mr. Ram Kumar Sheokand and Mr. Rajender Singh Malhan as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

ManagementRs.s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance in relation to clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (to the extent applicable) your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 as at 31st March, 2014 and the profits of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT

M/s Sharma Goel & Co. LLP, Chartered Accountants (Regn. No. 000643N), Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 141(3)(g) of the Companies Act, 2013. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self - explanatory and therefore do not call for any further explanation.

GREEN INITIATIVES

Electronic copies of the Annual Report 2014 and Notice of the 4th AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2014 and Notice of the 4th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company continue to remain listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees payable to the exchanges for the financial year 2014-2015 has been paid to the said Stock Exchanges. The Global Depository Receipts of the Company continue to be listed on the Luxembourg Stock Exchange.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 (to the extent applicable) and the provisions of Companies Act, 2013 (to the extent applicable), with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees who are in receipt of the remuneration equal to or in excess of the limits specified under the said section, are required to be set out in the Annexure to the Directors'' Report. However, during the year under review, the Company did not employ any person falling within the preview of section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continuous assistance and support received from the investors, bankers, financial institutions and government authorities during the year. Your Directors also wish to place on record their deep sense of appreciation for the efforts put in by the employees to place the Company on a path of growth and progress.

For and on behalf of the Board of Directors

Sd/-

Date : September 5, 2014 Rajiv Rattan

Place: New Delhi Chairman


Mar 31, 2013

Dear Shareholders,

The Directors present to you their third Annual Report and the Audited Accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS (Amount in Rs.)

Particulars For the year ended For the year ended March 31, 2013 March 31, 2012

(Loss)/Profit before Tax and Depreciation (21,683,305) (36,066,045)

Less: Depreciation 78,914 78,913

(Loss)/Profit before Tax (21,762,219) (36,144,958)

Less: Tax Expense (185,162) (1,424,817)

(Loss)/Profit after Tax (21,577,057) (34,720,141)

Add: Balance Bought Forward (33,406,625) 1,313,516

Amount transferred to Reserves and Surplus (54,983,682) (33,406,625)

BUSINESS REVIEW

Consultancy in power market of the country can be classified based on the strategic intent and sector of implementation such as Generation, Transmission, Distribution, Renewable, Energy Efficiency, smart Grid etc. The capacity additions (conventional) envisaged during 12th plan would be 76,000 MW. This implies capacity addition requirement of about 15,200 MW per year for 12th plan. Considering cost of thermal power generation to be Rs. 6 Cr/MW, investment in the sector is expected to be in the range of Rs. 4,56,000 Cr in the next five years, assuming a share for consultancy to the tune of 0.5%, the market for power consultancy amounts to Rs. 2,280 Crs in the next five years. The players in power consultancy market includes major techno-commercial consultants with international experience and cross-sectoral experience, consultants focusing on end-to-end power consultancy services, consultancy firms looking at specific aspects of power consultancies such as law firms, coal consultancies, technical consultants, distribution related, regulatory consultants, IT implementation agencies, Energy Efficiency Advisory, M&A firms etc.

During the year under review, the Company has earned non operational income of Rs. 246.86 lacs. However, due to administrative & other expenses the Company has suffered a loss of Rs. 215.77 lacs. The consultancy options in power consultancy are broad and dependent on the sub-sector (generation, transmission and distribution). Your Company is looking for consultancy options in generation, transmission and distribution of power. The Company''s major investment is in Indiabulls Power Limited. (IPL) which alongwith its subsidiary, is currently executing two coal based thermal power projects i.e. Amravati Thermal Power Project with an aggregate capacity of 5400 MW in the State of Maharashtra viz. 2700 MW project in Nandgaonpeth of Amravati district and another Nashik Thermal Power Project with an aggregate capacity of 2700 MW in Sinnar of Nashik district. Both Amravati and Nashik Thermal Power Projects are being constructed in two phases each of 1350 MW. Brief review of these projects is in the Management''s Discussion and Analysis Report, which is forming part of this Annual Report.

LISTING OF GDRs OF THE COMPANY ON LUXEMBOURG STOCK EXCHANGE

8,554,235 Global Depository Receipts (GDRs) of the Company were listed on Luxembourg Stock Exchange on January 18, 2013.

DIVIDEND

In view of the losses incurred during the year under review, no dividend could be recommended for the year ended March 31, 2013.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

DIRECTORS

In accordance with the provisions of Section 255 and 256 of the Companies Act, 1956 and Article 121 of Articles of Association of the Company, Mr. Saurabh Kumar Mittal (DIN: 01175382) and Mr. Ram Kumar Sheokand (DIN: 00183200), Directors, retire by rotation and, being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

Brief resume of Mr. Mittal and Mr. Sheokand, proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, are provided in the Report on Corporate Governance forming part of the Annual Report.

SUBSIDIARIES

There is no subsidiary of the Company. Consequent to the issue of additional share by Indiabulls Power Limited (IPL) pursuant to a scheme of arrangement of IPL, the holding of the Company in IPL got diluted to 44.84% and subsequently IPL and its subsidiaries ceased to be subsidiaries of the Company w.e.f. June 20, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. A Practicing Company Secretary''s Certificate certifying the Company''s compliance with the requirements of Corporate Governance in relation to clause 49 of the Listing Agreement is attached with the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures from the same;

2. 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 as at 31st March, 2013 and the losses of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for maintaining of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the Annual Accounts of the Company on a ''going concern'' basis.

AUDITORS & AUDITORS'' REPORT

M/s Sharma Goel & Co., Chartered Accountants (Regn. No. 000643N), Auditors of the Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received a certificate from the Auditors to the effect that their reappointment, if made would be in accordance with Section 224(1B) of the Companies Act, 1956. The Board recommends their re-appointment.

The Notes to the Accounts referred to in the Auditors'' Report are self - explanatory and therefore do not call for any further explanation.

LISTING WITH STOCK EXCHANGE

The shares of the Company continued to be listed on NSE and BSE and the GDRs of the Company are listed on Luxembourg Stock Exchange. The listing fees payable to the exchanges for the financial year 2013-2014 have been paid.

INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES ACT, 1956

The information required to be disclosed under Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is given in the Annexure and forms a part of this Report.

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees who are in receipt of the remuneration equal to or in excess of the limits specified under the said section, are required to be set out in the Annexure to the Directors'' Report. However, during the year under review, the Company did not employ any person falling within the preview of section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT

Your Directors wish to express their gratitude for the continued assistance and support received from the investors, bankers, financial institutions and government authorities during the year. Your Directors also wish to place on record their deepest sense of appreciation for the efforts put in by the employees to place the Company on a path of growth and progress.

For and on behalf of the Board of Directors

Date : September 3, 2013 Sameer Gehlaut

Place : New Delhi Chairman

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