As on: May 23, 2025 03:35 AM
DIRECTORS' REPORT
Dear Members,
The Board of Directors have pleasure in presenting the 30thAnnual Report of Rajnish Retail Limited ("the Company"), along with the Audited Financial Statements of the Company for the financial year ended March 31, 2024.
1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March, 2024 are as follow:
2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.
3. THE STATE OF THE COMPANY'S AFFAIR
During the year under review, your Company achieved total revenue from operations of Rs. 666.33 Lakhs (previous year Rs. 322.59 Lakhs) resulting in increase of 106.5 % over the previous year. In the fiscal year, Rajnish Retail Limited has achieved significant milestones, demonstrating robust performance across all key metrics. Our revenue has seen an impressive year-on-year growth of, driven by strategic expansion and a customer-centric approach.
The profit after tax is at Rs.34.18 Lakhs (Previous year -Rs.30.49 lakhs) resulting in increase of 212.1%. This expansion underscores our commitment to delivering exceptional value and meeting the diverse needs of our customers. This is a testament to our dedication to enhancing our product offerings and responding to the evolving demands of the market. By broadening our product portfolio, we aim to provide a comprehensive range of solutions that cater to various needs and preferences.
4. DIVIDEND
No dividend is proposed to be paid for the financial year 2023-24.
5. SHARE CAPITAL
The Authorised Share Capital of the Company as on March 31, 2024 is Rs. 15,50,00,000 (Rupees Fifteen Crore Fifty Lakhs Only) divided into 3,10,00,000 (Three Crore Ten Lakhs Only) Equity Shares of Rs. 5/- each.
The issued, subscribed and paid-up share capital of the Company as on March 31, 2024 is Rs.15,33,00,000 (Rupees Fifteen Crore thirty-three lakhs only), divided into 30,60,000 (Thirty Lakhs Sixty Thousand) equity shares of Rs. 5 each, ranking pari passu in all respect with the existing equity Shares of the Company. Out of the total paid-up share capital of the Company 25.36% is held by Promoter & Promoter Group and balance of 74.64 % is held by held by persons other than Promoters and Promoter Group.
During the year under review, the following changes took place in the Capital structure of the Company:
a. The Board of Directors at its meeting held on May 20, 2023 and the members of the Company at its Extra-Ordinary General meeting held on June 17, 2023 approved:
(i) Increase in Authorised Share Capital ("ASC") of the Company from Rs. 6,00,00,000 (Rupees Six Crore) divided into 1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares of Rs. 5/- each to Rs. 12,00,00,000 (Rupees Twelve Crore Only) divided into 2,40,00,000 (Two Crore Forty Lakhs) equity share of Rs.5/-each ranking pari passu in all respect with the existing Equity Shares of the Company.
(ii) Issue of 1,25,00,000 equity shares of Rs.5/- (Indian Rupee Five Only) face value at an issue price of Rs. 9/- per share/- (Indian Rupees Nine Only), on preferential basis.
b. The Board of Directors at its meeting held on December 27, 2023 and the members of the Company via Postal Ballot concluded on January 29, 2024, approved:
• Increase in ASC of the Company from existing Rs. 12,00,00,000 (Rupees Twelve Crore Only) divided into 2,40,00,000 (Two Crore Forty Lakhs Only) Equity Shares of Re. 5/- each to Rs. 15,50,00,000 (Rupees Fifteen Crore Fifty Lakhs Only) divided into 3,10,00,000 (Three Crore Ten Lakhs Only) Equity Shares of Rs. 5/- each ranking pari passu in all respect with the existing Equity Shares of the Company.
• Issue of 83,25,000 equity shares of Rs.5/- (Indian Rupee Five Only) face value at an issue price of Rs. 60/- per share/- (Indian Rupees Sixty Only), on preferential basis.
c. During the financial year under review, the preferential issue committee of the board of directors of the Company:
• Allotted 1,23,75,000 equity shares of Rs.5/- (Indian Rupee Five Only) face value at an issue price of Rs. 9/- per share/- (Indian Rupees Nine Only), aggregating to Rs. 11,13,75,000 to promoter and non-promoters group in one or more tranches.
• Allotted 82,85,000 equity shares of Rs.5/- (Indian Rupee Five Only) face value at an issue price of Rs.60/- per share/- (Indian Rupees Sixty Only), aggregating to Rs. 49,71,00,000 to promoter and non-promoters group in one or more tranches.
The in-principal approval for 1,25,00,000 equity shares and 83,25,000 equity shares was obtained from BSE Limited dated 17th October, 2023 and 7th February, 2024 respectively and the trading approval for 1,23,75,000 equity shares and 54,45,307 equity shares was obtained from BSE Limited on 29th December, 2023 and 22nd May, 2024, respectively.
6. CHANGE IN REGISTERED OFFICE OF THE COMPANY
The Board of Directors of the Company at its meeting held on October 05, 2023 approved shifting of the registered office of the Company from BW-2030, Bharat Diamond Bourse, BKC, Bandra East, Mumbai City- 400051 to Navjeevan Society Dr. Dadasaheb Bhadkamkar Marg, Mumbai Central Mumbai, 400008 with effect from October 05, 2023.
The board further at its meeting held on April 04, 2024 approved shifting of its registered office of the Company from Office No 11/23- R, Navjeevan Commercial Premises, Mumbai Central, Mumbai 400 008 to Shop No.22, Neo Corporate Co-op Premises Society Ltd, Ramchandra Lane Road, Malad West, Mumbai-400064 with effect from April 04, 2024.
7. CHANGE IN NATURE OF BUSSINESS OF THE COMPANY
During the year under review, due to change in management and control of the Company, the Board of Directors at its meeting held on October 05, 2023 and thereafter the members of the Company at the 29th Annual General Meeting of the Company held on November 09, 2023 approved change in the main object clause of the Memorandum of Association and Articles of Association of the Company. The Registrar of Companies vide certificate dated 24th November, 2023 approved main object of the Company.
The present line of business of the Company is to carry on the business of retail segment - FMCG with Ayurveda and Urban Salon division, Micro Investors.
8. CHANGE OF NAME OF THE COMPANY
The Board of Directors of Company at its meeting held on November 27, 2023 approved to change the name of the Company from ‘Sheetal Diamonds Limited' to ‘Rajnish Retail Limited' subject to the approval of the regulatory authorities and the members of the Company.
The members of the Company approved the name change of the Company via postal ballot on January 29, 2024. The Registrar of Companies vide certificate dated 27th February, 2024 approved change in name of the Company ‘Sheetal Diamonds Limited' to ‘Rajnish Retail Limited'. Subsequently, the name of the Company was changed with BSE Limited on 27th March, 2024.
The website of the Company pursuant to change of name is changed from www.sheetaldiamonds.com to www.rainishretail.com.
9. CASH FLOW AND FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and Financial Statement is part of the Annual Report.
10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.
There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.
The provisions of Section 134(3) (m) of the Companies Act, 2013 relating to conservation of energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy efficient equipment.
a. Energy conservation measures taken by the company
• The steps taken or impact on conservation of energy: N.A.
• The steps taken by the Company for utilizing alternate sources of energy: N.A.
• The capital investment on energy conservation equipment: N.A.
b. Technology Absorption
• The efforts made towards technology absorption:
• The benefits derived like product improvement, cost reduction product development or import substitution: N.A.
• In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.
i. The details of technology imported: N.A.
ii. The year of import: N.A.
iii. Whether the technology been fully absorbed: N.A.
iv. If not fully absorbed, areas where absorption has not taken place and the reasons thereof; and: N.A.
• The expenditure incurred on Research and Development: N.A.
c. Foreign exchange earnings and Outgo
• The Foreign Exchange earned in terms of actual inflows during the year: NIL
• the Foreign Exchange outgo during the year in terms of actual outflows: NIL
12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of Directors has not constituted a Risk Management Committee as is not mandatory to the company as per provisions of SEBI LODR, 2015.
The Board of Directors of the Company and the Audit Committee periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.
13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
In terms of Section 134 of the Companies Act, 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company works with internal control systems commensurate with the size, scale and complexity of its operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its
Business including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. To maintain objectivity and independence, the Internal Auditors report directly to the Audit Committee. Based on the report of the Internal Auditors, process owners undertake corrective action when required. Significant observations and corrective actions needed or taken are presented to the Audit Committee.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year under review, your Company has made investments worth Rs.10 Crore falling within the meaning of section 186 of the Companies Act, 2013 and the rules made thereunder.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.
The transactions are being reported in Form AOC-2 i.e. Annexure A in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company's financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board.
16. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
17. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return Financial Year 2023-2024: www.rajnishretail.com
18. NUMBER OF BOARD MEETINGS, GENERAL MEETING CONDUCTED DURING THE YEAR UNDER REVIEW
During the year under review, 11 (eleven) meetings of the Board of Directors were held on May 20th, 2023; May 27, 2023; August 14, 2023; October 05, 2023; October 13, 2023; November 10, 2023; November 27th, 2023; December 01, 2023; December 27, 2023;December 28th, 2023, January 19, 2024. The intervening gap between two Board Meetings did not exceed 120 days.
During the year under review, Annual General Meeting of the Company was held on November 09, 2023 after obtaining extension for a period of 3 months from Registrar of Companies, Mumbai and an Extra-ordinary General Meeting of the Company was held on June 17, 2023.
During the year under review, Postal Ballot activity was also conducted and the resolutions proposed were passed on January 29, 2024.
19. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, Directors make the following statements in terms of Section 134(3) and Section 134(5) of the Companies Act, 2013:
a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to any material departures, if any;
b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;
c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts for the financial year ended March 31, 2024 had been prepared on a ‘going concern' basis;
e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively
20. DEPOSITS
During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
21. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure B to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report.
The policy is available on the Company's website at www.rajnishretail.com.
22. BOARD OF DIRECTORS
Pursuant to open offer there was change in Control and management of the Company and subsequent appointments and resignations took place in the Board of the Company. Following is the revised Composition of the Board and the Committees as approved by the Board of Directors at their meeting held on October 05, 2023:
The Members are also informed about the following changes in Board, during the year under review:
1. Mr. Vinod Shah (DIN: 01859634) tendered his resignation as Chairman, Managing Director & Compliance Officer of the Company with effect from close of Business hours of 09th October, 2023.
2. Mr. Pankaj Vinod Shah (DIN: 03579870) tendered his resignation as a Non-Executive Independent Director of the Company with effect from close of Business hours of October 05th, 2023.
3. Mrs. Neeta Pankaj Shah (DIN: 07144690J) tendered her resignation as Non-Executive Independent Director of the Company with effect from close of Business hours of October 05th, 2023.
Mr. Rajnishkumar S. Singh (DIN: 07192704) is liable to retire by rotation in the ensuing Annual General Meeting and being eligible, he has offered himself for re-appointment The members are also informed about the following changes that took place in Key Managerial Personnel during the year under review:
1. Mr. Jaideep Shrimankar Agarwal tendered his resignation from the position of Company Secretary and Compliance Officer of the Company w.e.f., 15th August, 2023 due to personal reasons.
2. Mr. Krunalkumar Mahendrakumar Shah resigned from the position of Chief Financial Officer of the Company with effect from close of Business hours of October 05th, 2023.
3. Ms. Jaya Lahoti was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. October 13th, 2023.
23. COMMITTEES OF THE BOARD AND ITS COMPOSITION
Pursuant to change in control and management of the Company, the Board of Directors of the Company at its Board meeting held on October 05, 2023 reconstituted the Committees of the Board.
As per the applicable provisions of the Companies Act, 2013 and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, following are the Committees of the Board along with its Composition:
A. AUDIT COMMITTEE
The Audit Committee comprises of the following:
Audit Committee
The Audit Committee has taken note of the utilization of issue proceeds which was raised through preferential issue and there is no deviation/variation in utilization of funds for which it was raised. The details of utilization of issue proceeds amounting to Rs. 43, 80, 93,420 as taken note by the Audit Committee are as follows:
B. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and remuneration committee comprises of the following:
Nomination and remuneration committee
C. STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee comprises of the following:
Stakeholders Relationship Committee
24. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.
25. DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors are duly registered with the Indian Institute of Corporate Affairs (IICA).
The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise, proficiency and experience required to fulfil their duties as Independent Directors.
26. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members of the Company at its 29th Annual General Meeting held on November 09, 2023 approved the appointment of M/s C.P. Jaria & Co., Chartered Accountants (Firm RegistrationNo.104058W) as Statutory Auditors of the Company for a period of Five (5) consecutive years, till the conclusion of the 34th Annual General Meeting to be held in the year 2028.
27. SECRETARIAL AUDITORS
The Board of Directors of the Company appointed HSPN & Associates LLP, Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 20232024 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report issued by HSPN & Associates, Company Secretaries in Form No. MR. 3 for the FY 2023-24 is annexed herewith and forms part of this report as Annexure C. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
28. INTERNAL AUDITORS
The Company appointed M/s. Shweta Goel & Co, Chartered Accountants, Internal Auditor of the Company for the financial year 2023-24 at its Board Meeting held on December 28, 2023.
29. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2023-24. Accordingly, such accounts and records are not made and maintained by the Company for the said period.
30. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The report of the Statutory Auditor, Secretarial Auditor and Internal Auditor does not have any qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as
Annexure D.
32. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Holding, Subsidiary, Joint Venture and Associate Company.
33. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.
The Vigil Mechanism Policy is available at the website of the Company: www.rajnishretail.com.
The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the group which have a negative bearing on the organization either financially or otherwise.
34. REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the Statutory Auditors nor Internal Auditors or Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Board or the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
35. ANNUAL EVALUATION BY THE BOARD
In compliance with the Companies Act, 2013, and SEBI Listing Regulations, 2015 the performance evaluation the Board as a whole, its Committees and Individual Directors including Executive Director, Non-Executive Director and Independent Director was conducted based on the criteria and framework adopted by the Board. The Board takes note of the evaluation process results as collated by the Nomination & Remuneration Committee of the Company
36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
The following material changes (which are not covered elsewhere in this director's report) took place during the year under review:
A. Purchase of equity shares of the Company, and subsequently through open offer:
• A Share Purchase Agreement was executed between Mr. Vinod Trikamlal Shah, the then promoters of the Company and Mr. Rajnishkumar Singh dated Saturday 20th May, 2023. Mr. Rajnishkumar Singh also executed a Share Subscription Agreement with the Company dated Saturday 20th May, 2023, which inter alia contained the terms and conditions of the issue and allotment of the Subscription Shares.
• An open offer was made by Mr. Rajnishkumar Singh on June 01, 2023 for acquisition of up to 58,50,000 (Fifty-Eight Lakh Fifty Thousand) Equity Shares of the Company and M/s. Swaraj Shares and Securities Private Limited, were appointed as the Manager to the Offer. During the financial year, total of 58, 50,000 (Fifty-Eight Lakh Fifty Thousand) Equity Shares were acquired through open offer made Mr. Rajnishkumar Singh.
B. Details of AGM held on 9th November, 2023:
The following matters were approved by the shareholder at the AGM:
• Appointment of M/s C.P. Jaria & Co., Chartered Accountants (Firm Registration No.104058W) as Statutory Auditors of the Company.
• Alteration of the main object clause of the MOA and amendment of incidental or ancillary objects clause of the MOA.
• Approval for creating charges, mortgages, hypothecation on the movable and immovable properties of the company under section 180 (1) (a) of Companies Act, 2013.
• Approval for increase in borrowing limits in excess of limits specified under section 180 (1) (c) of companies act, 2013.
• To make investment, give loans, guarantee and provide securities under section 186 of the Companies Act, 2013.
The following material events took place between the end of the Financial Year to which the Financial Statements relate and the date of this report:
A. Details of shareholders' approval via postal ballot dated 30th June, 2024:
• Increase in Authorised Share Capital of the Company from INR 15,50,00,000 (Indian Rupees Fifteen Crore Fifty Lakhs Only), divided into 3,10,00,000 (Three Crore Ten Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each to INR 16,00,00,000 (Indian Rupees Sixteen Crore Only), divided into 3,20,00,000 (Three Crore Twenty Lakhs) equity shares of face value of INR 5 (Indian Rupees Five Only) each; and subsequently alteration in Clause V of the Company's Memorandum of Association.
• Approved offer, issue and allotment up to 690,000 (Six Lakhs Ninety Thousand) convertible warrants, each convertible into, or exchangeable into 1 (one) equity share of the Company of face value of INR 5 (Indian Rupees Five Only) at an issue price of f Rs. 96 (Rupees Ninety-Six) to promoters and/or non-promoters through preferential issue. The Company filed in-principle application on May 31, 2023 for issue of warrants and the same has been received by the Company via letter dated 22nd August, 2024.
• Approved the transactions/arrangements/contracts with the Company's related parties as per the limits specified.
• Approved sub-division/split of 1 (one) equity share of Face Value of INR 5/-(Indian Rupees Five Only) each, into fully paid up 5 (Five) equity shares of face value of INR 1/- (Indian Rupee One Only) and consequential alteration of the Capital Clause i.e., Clause V of the Company's Memorandum of Association of the Company. The record date for the sub-division of equity shares shall be decided by the Board and will be intimated at a later date.
B. Reclassification of category of existing Promoter and members of the Promoter Group of the Company into Non Promoter:
The Company received requests under Regulation 31A of SEBI (LODR) Regulations 2015 on June 17, 2024 from some of the existing Promoter and members of the Promoter Group of the Company to reclassify their respective shareholding in the Company from the "Promoter and Promoter Group" category to the "Public" Category. The Board of Directors of the Company at their meeting held on June 28, 2024, Considered and approved respective request letters received from some of the existing Promoter and members of the Promoter Group of the Company to reclassify their respective shareholding in the Company from the "Promoter and Promoter Group" category to the "Public" Category. The company filed an application for re-classification with BSE Limited on July 06, 2024 and the approval is pending from BSE Limited.
33. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, no significant material orders has been passed by the Regulators or Courts or Tribunals which would impact the going status of the Company and its future operations.
34. DETAILS OF FAMILIARIZATION PROGRAMMES FOR THE INDEPENDENT DIRECTORS
On appointment, the concerned Director is issued a Letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through an induction and familiarization program including the presentation and interactive session with the Committee Members and other Functional Heads on the Company's finance and other important aspects.
35. CORPORATE GOVERNANCE
As the paid-up equity share capital and net worth of the Company were below the limits specified in Regulation 15 of the Securities and Exchange Board of Indian (Listing Obligations and Disclosure Requirements), Regulations, 2015 the Company was not required to furnish a report on corporate governance for the financial year 2023-24 and therefore the same does not form part of this Report. The provisions of Corporate Governance shall be applicable to the Company from financial year 2024-2025 due to increase in limits as specified in Regulation 15 of the Securities and Exchange Board of Indian (Listing Obligations and Disclosure Requirements), Regulations, 2015.
36. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company are initiated or pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable.
37. POLICIES
The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.
38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with all the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)
39. ENHANCING SHAREHOLDER VALUE
Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising longterm value for shareholders.
40. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than Rupees Five Hundred Crore, Turnover less than Rupees One Thousand Crore and Net Profit less than Rupees Five Crore.
41. ACKNOWLEDGEMENTS
The Board places on record its deep appreciation to all employees for their hard work, dedication, unstinted efforts and commitment. The Board places on record its appreciation for the support and cooperation the Company has been receiving from its customers, suppliers and Bankers. The Board also take this opportunity to thank all Shareholders, Investors, Business Associates, Government and Regulatory Authorities and Stock Exchange, for their continued support.
Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.
By order of the Board
For, Rajnish Retail Limited
Sd/-
Mr. Rajnishkumar S. Singh
Chairman & Non- Executive Director
DIN: 07192704
Date: 27.08.2024
Place: Mumbai