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    Rajputana Biodiesel Director Report

    NSE:RAJPUTANASM  |  IND:Others  |  ISIN code:INE0VHU01019  |  SECT:General

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    You can view full text of the Director's Report for Rajputana Biodiesel Ltd.
    Director Report
    Mar 2024

    Your director''s have pleasure in presenting their 8th Board Report on the business and
    operations of Rajputana Biodiesel Limited
    (Formerly known as Rajputana Biodiesel Private
    Limited)
    together with the Audited Statement of Accounts, Auditor''s Report for the year ended
    31st March, 2024.

    FINANCIAL PERFORMANCE AND HIGHLIGHTS

    The Financial results of the Company for Financial year have been summarized herein below for
    the reference of the members:

    (Amount in Lakhs)

    Particulars

    >

    Stand

    2023-24

    alone (FY)

    2022-23

    Consolidated (FY)

    2023-24

    Revenue from
    operations

    5376.91

    2340.85

    5345.97

    Other Income

    21.60

    13.20

    21.53

    Total Expense

    (4762.93)

    2111.28

    (4735.60)

    Net Profit or Loss
    Before exceptional
    and extraordinary
    items and Tax

    628.09

    241.59

    624.42

    Less: Exceptional
    Items

    (10.18)

    (1.17)

    (10.20)

    Provision for Tax:

    Current Tax

    155.77

    -

    155.77

    Taxes of earlier year

    -

    -

    Deferred Tax

    2.29

    68.39

    2.24

    Net Profit or Loss
    After Tax

    459.81

    173.02

    456.17

    Earnings Per share

    Basic & Diluted

    9.31

    3.97

    9.24

    BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF
    COMPANY''S AFFAIR

    During the financial year 2023-24 the Company has earned Profit of Rs. 459.81/- (Amount in
    Lakhs) as compared to Profit of Rs. 173.02/- (Amount in Lakhs) in the previous year. Your
    directors are optimistic that the Company will make more profits in the coming financial years.

    BUSINESS REVIEW

    The Company is engaged in the business of producers, manufacturers, generators, suppliers,
    distributors, transformers, converters, transmitters, processors, developers, storers, procurers,
    carriers, dealers, importers and exporters of all types of fuels, bio-fuels and other oil, petroleum
    of every kind and any by- products derived from such business and the business of refineries of
    such fuels, bio- fuels, oils and all accessories required for petroleum. The Company has not
    changed its nature of business during the year.

    DIVIDEND

    No Dividend has been recommended by the Board of Directors of the company for the year
    2023-24 due to conservation of profits.

    AMOUNTS TRANSFERRED TO RESERVES

    The Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in the
    profit and loss account and not to transfer any amount to the Reserves for the year under
    review.

    DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

    a) Holding Company

    There is no Holding Company of the Company

    b) Subsidiary Company

    Nirvaanraj Energy Private Limited, subsidiary of the Company, engaged in online and offline
    supply, distribution of petroleum products through mobile and web application and engage
    in the refining of petroleum products, fuels, petrol, diesel, Biodiesel, Bio CNG, natural gas
    and provide online aggregator and logistic service platform for on demand and door step
    supply of various fuels.

    c) Joint Venture/Associates

    There is no Joint Venture/ Associates of the Company.

    CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

    a) Authorised Share Capital

    During the year under review, there has been no change in the authorised share capital of
    the Company.

    b) Issued, Subscribed and Paid-up Share Capital:

    The Paid-Up Share Capital of the Company is increased from Rs 4,62,00,000/- (Rupees Four
    Crore Sixty-Two Lakhs only) divided into 46,20,000 (Forty-Six Lakhs Twenty Thousands)
    Equity Shares of Rs. 10/- (Rupees Ten Only) each to 5,13,35,000/- (Rupees Five Crore
    Thirteen Lakhs Thirty-Five Thousand only) divided into 51,33,500 (Forty-Six Lakhs Twenty
    Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each during the year under review.

    Company has been issued 5,13,500 Equity Shares of the Company through Private
    Placement during the year in compliances with Companies Act, 2013.

    Further, the Company has not issued any share with differential voting rights and sweat
    equity shares during the year under review.

    CONSOLIDATED FINANCIAL STATEMENTS

    The consolidated financial statements of the Company and all its subsidiaries forms a part of
    this Annual Report and have been prepared in accordance with Section 129(3) of the Act.

    Pursuant to Section 136 of the Act, the financial statements for the Financial year ended 31
    March 2024 in respect of each subsidiary are also available on the website of the Company. A
    copy of the said financial statements shall be provided to shareholders upon request A separate
    statement containing salient features of the financial statements of company''s subsidiaries in
    the prescribed format AOC-1, which also provides details of the performance and financial
    position of each of the subsidiaries, is annexed as Annexure 1 to this report

    REPORTING OF FRAUDS BY AUDITORS

    During the year under review, the Statutory Auditors have not reported any instances of frauds
    committed in the Company by its officers or employees under Section 143(12) of the Act, details
    of which needs to be mentioned in this Report.

    DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
    COURTS OR TRIBUNAL

    There are no significant and material orders passed by the regulators or courts or tribunals
    which would impact the going concern status of the Company;

    ANNUAL RETURN

    Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management &
    Administration) Rules, 2014, the annual return in the prescribed form is available on the
    website of the Company.

    NUMBER OF BOARD MEETINGS

    The Board of Directors met 11 times during the financial year ended 31st March, 2024 in
    accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

    Sr. No.

    Date of the Board Meeting ^

    Attendance

    1

    19/04/2023

    3

    2

    24/04/2023

    3

    3

    08/06/2023

    3

    4

    27/07/2023

    3

    5

    09/08/2023

    4

    6

    10/08/2023

    4

    7

    14/08/2023

    4

    8

    22/08/2023

    4

    9

    01/09/2023

    4

    10

    04/12/2023

    4

    11

    19/01/2023

    4

    DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

    During the year, under review there was no change in the Board Members except Mrs. Madhuri
    Surana who has been
    appointed as an Addition Director in the Board Meeting held on 27th July

    2023 and further regularized as Director in Annual General Meeting held on 30th September
    . 2023.

    Following directors continued on The Board of the Company as on 31st March 2024:

    > Mr. Sudeep Soni

    > Mr. Tanay Attar

    > Mr. Sarthak Soni

    > Mrs. Madhuri Surana

    AUDITORS AND AUDITORS'' REPORT

    M/s. Rajvanshi & Associates, Chartered Accountants, Jaipur, (Firm Registration No.: 005069C),
    were reappointed as Statutory Auditors of the Company for a term of 5 years in the 6th Annual
    General meeting held in the year 2022, who shall hold office till the conclusion of 11th Annual
    General Meeting to be held in the year 2027.

    M/s. Rajvanshi & Associates, Chartered Accountants, Jaipur, (Firm Registration No.: 005069C),
    statutory auditors of the Company, have submitted Auditors'' Report on the financial statements
    (standalone and consolidated) of the Company for the financial year ended 31 March 2024,
    which forms a part of this Annual Report. The Reports on standalone and consolidated
    financials does not contain any qualification, reservation, adverse remark or disclaimer.
    Information referred to in the Auditors'' Reports are self-explanatory and do not call for any
    further comments.

    PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

    The details of loans, guarantees and investments covered under the provisions of Section 186 of
    the Act, are given in the respective notes to the standalone financial statements of the Company.

    RELATED PARTY TRANSACTIONS

    All related party transactions that were entered into during the financial year were on arm''s
    length basis, in the ordinary course of business, and were in compliance with the applicable
    provisions of the Act. During the year under review, your Company has not entered into any
    transaction with a related party which could be considered material in terms of Section 188 of
    the Act. Accordingly, the disclosure of related party transactions as required
    under Section
    134(3)(h) of the Act in Form AoC-2, is not applicable. The details of the
    other related party transactions have been disclosed in the standalone financial statements
    forming part of this Annual Report.

    MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

    There are no material/significant changes occurred between the end of the financial year 2023-
    24 and the date of this report which may impact the financial position of the Company;

    ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
    EARNINGS AND OUTGO

    Your company has taken adequate measure to ensure optimum use of all equipment so as
    conserve energy. The company has not made any import of technology so far. Continuous efforts
    are being made for quality improvement of its products. There is no foreign exchange earnings
    and outgo during the period under review.

    RISK MANAGEMENT

    Effective risk management is essential to success and is an integral part of our culture. While we
    need to accept a level of risk in achieving our goals, sound risk management helps us to make
    _
    the most of each business opportunity, and enables us to be resilient and respqnd_decisiyelyJo___

    . the changing environment. The company does not have any Risk Management Policy as the
    elements of risk threatening the Company''s existence are very minimal.

    INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

    The company has in place adequate internal financial controls with reference to Financial
    Statements. During the year, under review, such controls were tested and no reportable
    material weakness in the design or operation was observed.

    PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

    Your Company is fully committed to uphold and maintain the dignity of women working in the
    Company. The Company has zero tolerance for sexual harassment at workplace and has adopted a
    Policy on prevention, prohibition, and redressal of sexual harassment at workplace as per the
    requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
    Redressal) Act, 2013 and Rules made thereunder. In line with the same, the Company has
    formulated an Anti-Sexual Harassment Policy (''Polic/). All employees (permanent, contractual,
    temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC)
    constituted under the policy is responsible for redressal of complaints related to sexual harassment
    at the workplace. During the year under review, no complaint was received by the ICC committee.

    SECRETARIAL STANDARDS

    The Directors have devised proper systems and processes for complying with the requirements
    of applicable Secretarial Standards issued by the Institute of Company Secretaries of India
    (''ICSI'') and that such systems were adequate and operating effectively and the Company has
    complied with all applicable Secretarial Standards during the year under review.

    DEPOSIT

    During the year under review, your Company has not accepted any deposit within the meaning
    of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rule, 2014.
    There are no outstanding deposits as on 31 March 2024.

    COST AUDIT

    Maintenance of cost records as specified by the Central Government under sub-section (1) of
    section 148 of the Act is not applicable to the Company

    DIRECTORS'' RESPONSIBILITY STATEMENT

    The Board of Directors acknowledge the responsibility for ensuring compliance with the
    provisions of Section 134(3) (c) read with Section 134(5) of the Act, in preparation of annual
    accounts for the financial year ended 31 March 2024 and state that:

    • In the preparation of the annual accounts for the year ended March 31, 2024, the applicable
    accounting standards have been followed along with proper explanation relating to material
    departures;

    • 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 March 31, 2024 and of the profit and loss of
    the company for that period;

    • The directors have taken proper and sufficient care for the maintenance of adequate
    accounting records in accordance with the provisions of this Act for safeguarding the assets
    of the company and for preventing and detecting fraud and other irregularities;

    • The directors have prepared the annual accounts on a going concern basis;

    • proper internal financial controls have been laid down which are adequate and were
    operating effectively; and

    • The directors have devised proper systems to ensure compliance with the provisions of all
    _
    applicable laws and that such systems were adequate and operating effectively.

    UNCLAIMED DIVIDEND

    Pursuant to provisions of the Act read with the Investor Education and Protection Fund
    Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules''), the
    dividend which remains unclaimed or unpaid for a period of seven years from the date of
    transfer to the Unpaid Dividend Account of the Company and shares on which dividend are
    unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred
    to IEPF. This clause is not applicable on the Company.

    DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
    BANKRUPTCY CODE, 2016

    No application has been made under the Insolvency and Bankruptcy Code; hence the
    requirement to disclose the details of application made or any proceeding pending under the
    Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at
    the end of the financial year is not applicable.

    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

    The requirement to disclose the details of difference between amount of the valuation done at
    the time of onetime settlement and the valuation done while taking loan from the Banks or
    Financial Institutions along with the reasons thereof, is not applicable.

    ESTABLISHMENT OF CSR POLICY AND RELATED DISCLOSURE / COMPLIANCES

    The Company does not cross the threshold limit provided under Section 135 of the Companies
    Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating
    to Corporate Social Responsibility, hence CSR is not applicable to the Company.

    DISCLOSURE IN TERMS OF VARIOUS PROVISIONS OF THE COMPANIES ACT, 2013

    The status of the Company being a Private Limited Company as on the year ended on 31st March
    2024 and not having material profit/turnover/Bank''s borrowings, the provision related to

    (a) Statement on declaration given by Independent Directors (Section 149)

    (b) Formation of Audit Committee (Section 177)

    (c) Formation of Nomination and Remuneration Committee (Section 178)

    (d) Undertaking formal Annual Evaluation of Board and that of its committees and the
    individual Directors

    (e) Undertaking Secretarial Audit (Section 204)

    are not applicable to the Company and hence no comment is invited in this regard.

    , VIGIL MECHANISM / WHISTLE BLOWER POLICY

    The threshold limit provided under Section 177(9) read with Rule 7 of the Companies (Meeting
    of Board and its Power) Rule, 2014 is not applicable on the Company.

    TRADE RELATIONS

    The Company maintained healthy, cordial and harmonious industrial relations at all levels. The
    Directors wish to place on record their appreciation for the valuable contribution made by the
    employees of the Company.

    ACKNOWLEDGMENT

    Your directors acknowledge with gratitude and wish to place on record their appreciation for
    the dedication and commitment of the Company''s employees at all levels which have continued
    to be our major strength. We also take this opportunity to express our deep sense of gratitude to
    all government and non-government agencies, bankers and vendors for their continued
    support, and we look forward to having the same in the future too. We also express gratitude to
    shareholders for reposing their unstinted trust and confidence in the management of the
    Company.

    We wish and pray for all to stay healthy, and Happy!

    For and on behalf of the Board of Directors
    For Rajputana Biodiesel Limited
    (Formerly known as “Rajputana Biodiesel
    PrivagJ^d)

    SarthaK&oni l^Rajastfiaiy I Tanft$/Attar

    Managing Director „• ,__ Sg>JWhole Time Director

    DIN: 07633751 ^ DIN:07633730

    Address: E-78, Bhagat Singh Marg, C-Scheme, Address: 40, Uniyara Garden, Near

    Jaipur-302001, Rajasthan Police Memorial, Jaipur-302004,

    Rajasthan,

    Date: 16/09/2024
    Place: Jaipur

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