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RSD Finance Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in presenting their Sixty Second Annual Report on the business and operations
of the Company together with the Audited Financial Statements (Standalone as well as Consolidated) for the
year ended March 31, 2025.

1. KEY FINANCIAL HIGHLIGHTS

The Company has prepared the Financial Statements for the financial year ended March 31, 2025 in
conformity with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act,
2013 (the "Actâ) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended by
Companies (Indian Accounting Standards) Rules, 2016 from 1st April, 2019:

(Amt. in lakhs except EPS)

Particulars	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	875.12	957.22	13000.62	10311.27
Other Income	4.50	280.19	499.70	810.01
Total Income	879.62	1237.41	13500.32	11121.28
Less :Total Expenses	214.94	270.56	10964.02	8935.46
Profit before tax & Extraordinary items	664.68	966.85	2536.30	2185.82
Add: Extraordinary Items	-	-	-	-
Less : Tax Expenses	152.44	204.70	754.83	445.53
Profit after tax	512.24	762.15	1781.47	1740.29
Add: Other Comprehensive Income/(loss)	(27.36)	48.50	25.49	298.54
Total Comprehensive Income	484.88	810.65	1806.96	2038.83
Profit available for appropriation
Balance of profit for earlier years	5263.10	4618.77	11199.22	9785.19
Add: Total Comprehensive Income	484.88	810.65	1338.43	1627.74
Less: Profit available for appropriation	1.11	(4.20)	(25.01)	(2.82)
Less: Proposed Dividend	-	-	54.40	54.40
Less: Transfer to Statutory Reserve	(96.98)	(162.13)	(96.98)	(162.12)
Less: Transfer to Statutory Reserve for prior period	-	-	-	-
Balance C/f to Balance Sheet	5652.10	5263.10	12411.28	11199.23

2. COMPANY OVERVIEW

RSD Finance Limited is a Company
registered under the Companies Act, 1956.
It is registered with the Reserve Bank of
India (RBI) in the category of "NonÂ¬
Banking Financial Institution - Non
Systemically Important, Non Deposit
taking Company (NBFC-ND-NSI) under the
RBI Regulations and has a certificate under
section 45 IA of the RBI Act, 1934.

As part of our business activities, we are
predominantly focused in the business of
loans and advances, acquisition of shares/
stocks/ bonds/ debentures/ securities
issued by Government or local authority or
other marketable securities of a like
nature. We also provide Job Work services.

3. STATUTORY DISCLAIMER

The Company is having a valid Certificate
of Registration dated May 2, 1998 issued
by the RBI under Section 45-IA of the
Reserve Bank of India Act, 1934. However,
RBI does not accept any responsibility or
guarantee about the present position as to
the financial soundness of the Company or
for the correctness of any of the
statements or representations made or
opinions expressed by the Company and
for discharge of any liability by the
Company.

Neither there is any provision in law to
keep, nor does the Company keep any part
of the deposits with RBI and by issuing a
Certificate of Registration to the Company,
RBI neither accepts any responsibility nor
guarantees the payment of deposits to any
depositor or any person who has lent any
sum to the Company.

4. BUSINESS PERFORMANCE REVIEW

On a standalone basis, the Company
achieved a turnover of Rs. 879.62 lakhs for
the financial year ended March 31, 2025 as
compared to the turnover of Rs. 1237.41
lakhs recorded during the previous
financial year ended March 31, 2024. The
Net Profit before tax and exceptional items
of your Company for the financial year
ended March 31, 2025 stood at Rs. 664.68
Lakhs as against the Net Profit of Rs.
966.85 Lakhs for the financial year ended
March 31, 2024. Basic earnings per share
work out to Rs. 3.75 compared to Rs. 6.26
in the previous year.

On a consolidated basis, your Company
recorded a total income of Rs. 13500.32

Lakhs during the financial year ended
March 31, 2025 as compared to the
income of Rs. 11121.28 lakhs recorded
during the previous financial year ended
March 31, 2024 and gained a consolidated
Net profit before tax of Rs. 2526.36 Lakhs
for the financial year ended March 31,
2025 as against the Net Profit of Rs.
2185.82 Lakhs for the financial year ended
March 31, 2024.

In accordance with the provisions of
Section 136 of the Companies Act, 2013,
the Annual Report of the Company,
containing therein its Consolidated and
Standalone Financial Statements are
available on the website of the Company at
web link www.rsdfinancelimited.com.

Any member who is interested in
obtaining a copy of the Annual Report may
write to the Company at the Registered
Office of the Company. Further, a detailed
analysis of Company''s performance is
included in the Management Discussion
and Analysis, which forms part of this
Annual report.

5. CHANGES IN THE NATURE OF THE
BUSINESS

There have been no changes in the nature
of the business of the Company or the
subsidiaries during the year under review.

6. FUTURE PROSPECTS

The state of Company''s affair and future
outlook is discussed in the Management
Discussion & Analysis section of this
Annual Report.

7. DIVIDEND

Your Director''s regret for not
recommending any Dividend on Equity
Shares of the Company for the financial
year ended 31 March, 2025.

8. UNCLAIMED/UNPAID DIVIDEND

In terms of the provisions of Section
124(5) of the Companies Act, 2013, the
Company did not have any
unclaimed/unpaid dividend which was/is
required to be transferred to the Investors
Education and Protection Fund.

9. RESERVES

The Company proposes to transfer Rs.
96.98 lakhs to the statutory reserves and
an amount of Rs. 5652.10 lakhs is

proposed to be retained in the P/L account
during the Financial Year 2024-25.

10. SHARE CAPITAL

The Equity shares of the Company are
listed on the Bombay Stock Exchange
(BSE) and the Calcutta Stock Exchange
(CSE). The paid-up Equity Share Capital as
on March 31, 2025 was Rs. 6.47 crores.

During the year under review, the
Company has not issued any shares with
differential voting rights nor has granted
any stock options or sweat equity.

As on March 31, 2025 none of the
Directors of the Company hold
instruments convertible into equity shares
of the Company.

11. MATERIAL CHANGES AND

COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and
commitments between the end of FY
2024-25 and the date of this report,
affecting the financial position of the
Company.

12. PUBLIC DEPOSIT

Being a Non Deposit taking Non-Banking
Financial Company, your Company has not
accepted any deposits from the public
under section 73 of the Companies Act,
2013 and the Companies (Acceptance of
Deposits) Rules, 2014 during the year
under review and no amount on account of
principal or interest on deposits from
public was outstanding as on date of the
Balance Sheet.

13. FINANCIAL LIQUIDITY

The Company''s cash and cash equivalents
as on March 31, 2025 is Rs. 173.70 lakhs as
compared to Rs. 205.93 lakhs as on March
31, 2024. The Company continues to
focus on judicious management of its
working capital.

Receivables and other working capital
parameters were kept under strict check
through continuous monitoring.

14. SUBSIDIARY COMPANIES, JOINT
VENTURE AND ASSOCIATES

The Company has two material
subsidiaries Precision Automotive Private
Limited and SRP Oil Private Limited and
one step down subsidiary Sigma HTS LLP.
There are no Associate or Joint venture

Companies within the meaning of section
2(6) of the Companies act, 2013. There has
been no material change in the nature of
business of the subsidiaries.

No entity became or ceased to be the
subsidiary, joint venture or associate of
RSD Finance Limited during Financial Year
2024-25.

The Annual Reports of these Subsidiaries
will be made available for inspection by
any Member of the Company at the
Registered Office of your Company at
Holding No. - 4, The Alcor Hotel, Ramdas
Bhatta, Bistupur, Jamshedpur - 831001
during business hours on all days except,
Sundays and Public Holidays between
12.30 pm and 03.00 pm up to the date of
ensuing AGM. The Annual Reports of the
aforesaid Subsidiaries for the financial
year ended March 31, 2025 shall be
provided to any Member of the Company
upon receipt of written request. In view of
the continuing statutory restrictions on
the movement of persons at several places
in the Country, Members may also send an
advance request at the e-mail id -
[email protected] for an electronic
inspection of the aforesaid documents.

The Annual Reports along with the
Audited Financial Statements of each of
the Subsidiaries of your Company are also
available on the website of the Company at
www.rsdfinancelimited.com

As required under Regulations 16(1) (c) &
46 of Securities Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 "SEBI
Listing Regulations", the Board of
Directors had approved the Policy for
determining Material Subsidiaries
("Policy"). The details of the Policy are
available on the website of the Company
www.rsdfinancelimited.com/InvestorRela
tions/Codes/Polices

15. PERFORMANCE OF SUBSIDIARIES

i) S R P OIL PRIVATE LIMITED

The Company continues to holds 52.55%
shares in SRP Oil Private Limited. SRP is a
material unlisted subsidiary Company of
RSD Finance Limited as per SEBI (Listing
Obligation and Disclosure Requirements)
Regulations, 2015. It is engaged in the
business of the hospitality industry. It is

carrying business in the brand name of
"The Alcor Hotel" in Jamshedpur,
Jharkhand.

Net revenue of SRP Oil decreased to Rs.
2726.10 lakhs in the Financial Year 2024Â¬
2025 compared to Rs. 2764.38 lakhs in the
previous year. The net profit before tax
decreased to Rs. 842.47 lakhs during the
FY 2024-2025 compared to Rs. 947.93
lakhs earned in the previous year.

ii) PRECISION AUTOMOTIVE PRIVATE
LIMITED (PAPL)

Precision Automotive Private Limited
continues to be a wholly owned material
subsidiary Company of RSD Finance
Limited. During the financial year 2024Â¬
25, the Company earned income from
investment activities and generation and
transmission of solar energy.

The revenue from operations of PAPL was
Rs. 915.19 lakhs in the Financial Year
2024-25 compared to Rs. 505.41 lakhs
earned in the previous year. The net profit
before tax during the period was Rs.
352.08 lakhs as compared to a profit of Rs.
346.99 lakhs earned in the previous year.

iii) SIGMA HTS LLP

SIGMA HTS is a Limited Liability
Partnership whose majority stake is held
by Precision Automotive Private Limited,
the wholly owned subsidiary of your
Company. Sigma HTS LLP deals in
providing heat treatment solutions.

During the financial year, the LLP earned
total revenue of Rs. 9015.49 lakhs as
compared to Rs. 6654.00 lakhs earned in
the previous year. However, during the
financial year it has earned profit of Rs.
442.45 lakhs as compared to Rs. 70.65
lakhs loss suffered in the previous year.

The Company does not have any associate
or a joint venture.

Pursuant to the provisions of Section
129(3) of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the
salient features of the financial Statements
of the aforesaid subsidiaries has been
provided in Form AOC-1, attached as
"Annexure - A" and forms a part of this
Report.

16. CONSOLIDATED FINANCIAL
STATEMENTS

In accordance with the requirements in
terms of Section 129 of the Companies Act,
2013 read with relevant Accounting
Standards issued by the Institute of
Chartered Accountants of India and
Regulation 34 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations
2015 (hereinafter referred to as ''Listing
Regulations'') the Company has prepared
Consolidated Financial Statements in
accordance with Ind AS 110 -

"Consolidated Financial Statements" and
Ind AS 27 - "Separate Financial

Statements." The Consolidated Financial
Statements forms part of this Report.

17. LISTING

The Equity Shares of the Company
continue to be listed on the Bombay Stock
Exchange (BSE) and the Calcutta Stock
Exchange Limited (CSE). The scrip code
number of the Equity Shares of the
Company on BSE is 539875 and on CSE is
28123 respectively.

The Annual Listing Fee for the Financial
Year 2024-25 has been duly paid to both
the Stock Exchanges.

18. DIRECTORS

As on March 31, 2025 the Board of
Directors of your company consists of 6
Directors. Their details are as follows:

Name of the Director	Category
Mr.	Managing
Rajeev	Director
Singh
Dugal
Ms.	Executive
Upneet	Director
Dugal
Mrs.	Non-
Kawaljee	Executive
t Kaur	Non -
Dugal	Independent
	Director
Mr.	Independent
Malkeet	Director
Singh
Saini
Dr. Rajiv	Independent
Shukla	Director
Mr.	Independent
Pradeep	Director
Kumar
Khosla

The profile of all the Directors can be
accessed on the Company''s website at

www.rsdfinancelimited.com/companyprof

ile.

None of the Directors of the Company have
incurred any disqualification under
Section 164(2) of the Act read with Rule
14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014. All
the Directors have confirmed that they are
not debarred from accessing the capital
market as well as from holding the office of
Director pursuant to any order of
Securities and Exchange Board of India or
Ministry of Corporate Affairs or any other
such authority.

The Board was duly constituted in
compliance with the requirements of the
Companies Act, 2013, the Listing
Regulations and provisions of the Articles
of Association of the Company. In the view
of the Board, all the directors possess the
requisite skills, expertise, integrity,
competence, as well as experience
considered to be vital for business growth.
The detailed analysis of various skills,
qualifications and attributes as required
and available with the Board has been
presented in the Corporate Governance
Report.

There were changes in the Board of
Directors of the Company during the year
which is enumerated below.

Name of
the

Director

19. MEETINGS OF THE BOARD

During the year Ten meetings of the Board
were held during the year under review.
For details of meetings of the Board, please
refer to the Corporate Governance Report,
which is a part of this report. The
intervening gap between the meetings was
within the period prescribed under the
Companies Act, 2013.

20. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies
Act, 2013, the following are the Key
Managerial Personnel (KMP) of the
Company as on 31 March 2024:

1. Mr. Rajeev Singh Dugal - Managing
Director

2. Mr. Ravi Joshi - Chief Financial Officer

3. Ms. Subhajita Biswal - Company Secretary
and Compliance Officer

21. INDEPENDENT DIRECTORS

The Company has received declarations
from all the Independent Directors
pursuant to the provisions of sub-section
(7) of Section 149 of the Companies Act,
2013, confirming that they fulfill the
criteria of Independence as specified in
Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) and 25(8) of the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Qualification of Directors) Rules, 2014,
Independent Directors of the Company
have undertaken requisite steps towards
the inclusion of their names in the data
bank of Independent Directors maintained
with the Indian Institute of Corporate
Affairs.

The board of directors have taken on
record the declaration and confirmation
submitted by the Independent Directors
after undertaking due assessment of the
same and in their opinion the Independent
Directors fulfill the conditions specified in
the Act and Listing Regulations and are
independent of the management.

The Independent Directors have complied
with the Code for Independent Directors
prescribed in Schedule IV to the Act along
with the Code of Conduct for Directors and
Senior Management Personnel formulated
by the Company as per Listing Regulations.
The Board confirms that the said
Independent Directors meet the criteria as
laid down under the Companies Act, 2013
as well as the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 and have the requisite integrity,
experience and relevant experience in
their respective fields including the
proficiency required to effectively
discharge their roles and responsibilities
in directing and guiding the affairs of the
Company.

22. FAMILARISATION PROGRAMME

In order to encourage active participation
from the Independent Directors and also

to enable them to understand the business
environment of the Company in depth and
to assist them in performing their role as
Independent Directors of the Company,
Familiarization Programme for the
Independent Directors have been adopted.

Once appointed, the Independent
Directors undergo the Familiarization
Programme of the Company wherein the
necessary information and relevant
documents in respect to the industry, the
regulatory environment in which the
Company operates and the Annual Reports
of past financial years are provided to
them. The Managing Director of the
Company also has a one to one discussion
with the newly appointed Director to
familiarize him with the Company''s
culture.

Pursuant to Regulation 46 of the Listing
Regulations, the details of the
Familiarization program of the
Independent Directors are available on the
website of the Company at
www.rsdfinancelimited.com/investorr
elations/codes & policies (Path)

23. SEPARATE MEETING OF INDEPENDENT
DIRECTORS

Separate meeting of Independent
Directors of the Company without the
presence of the Executive Directors and
the Management representatives was held
on March 04, 2025, as required under
Schedule IV to the Act (Code for
Independent Directors) and Regulation 25
(3) of the SEBI LODR. At the said meeting,
the Independent Directors inter alia,
reviewed and discussed:

- performance of Non-Independent
Directors and the Board of Directors as a
whole.

- performance of the Chairman of the
Company.

- assessed the quality, quantity and
timeliness of flow of information between
the Company management and the Board
that is necessary for the Board to
effectively and reasonably perform their
duties.

All the Independent Directors of the
Company attended the Meetings of
Independent Directors. The Independent
Directors expressed their satisfaction to
the desired level on the governance of the
Board.

24. BOARD AND ITS COMMITTEES

The Board met Ten times during the
financial year. The intervening gap
between the meetings was within the
period prescribed under the Companies
Act, 2013 and the SEBI Regulation, 2015.
The details of the meetings of the Board,
attendance of Directors, etc. is given
separately in the Report of Corporate
Governance which forms part of the
report.

Board Committees

The following are the Board Committees
during the Financial Year 2024-25:

1. Audit Committee;

2. Nominations & Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility
Committee;

5. Risk Management Committee and

All recommendations made by the
committees were approved by the Board.
The composition of each of the above
Committees, their respective roles,
attendance and responsibilities are
provided in detail in the Corporate
Governance Report

25. DIRECTORS RESPONSIBILITY
STATEMENT

In terms of Section 134(5) of the
Companies Act, 2013, in relation to the
audited financial statements of the
Company for the year ended March 31,
2025, the Board of Directors hereby
confirms that:

(a) in the preparation of Annual Accounts for
the financial year ended March 31, 2025,
the applicable Ind AS have been followed
and there are no material departures from
the same;

(b) the directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at 31st March, 2025 and of the
profit and loss of the Company for the year
ended on that day;

adequate accounting records in
accordance with the provisions of the
Companies Act, 2013 for safeguarding the
assets of the Company and for preventing
and detecting fraud and other
irregularities;

(d) the Annual Accounts for the year ended
31st March, 2025 have been prepared on a
"going concern" basis;

(e) the directors had laid down internal
financial controls to be followed by the
Company and that such internal financial
controls are adequate and were operating
effectively; and

(f) the directors had devised proper systems
to ensure compliance with the provisions
of all applicable laws and that such
systems were adequate and operating
effectively.

Further, there are no qualifications,
reservations or adverse remarks made by
the Statutory Auditors/ Secretarial
Auditors in their respective reports.

26. BOARD EVALUATION

Pursuant to the provisions of Section 178
of the Companies Act, 2013 and Regulation
17(10) read with Part D of Schedule II of
the SEBI (Listing Obligations and
Disclosures Requirement) Regulations,
2015, the Nomination and Remuneration
Committee and the Board of Directors
have formulated a policy for performance
evaluation of its own performance, of
various mandatory Committees of the
Board and of the individual Directors.

In terms of the provisions of Regulation
19(4) read with Part D of Schedule II of the
SEBI Listing Regulations, 2015 and Section
178 of the Companies Act, 2013, the
performance evaluation process of all the
Independent and Non-Independent
Directors of the Company was carried out
by the Nomination and Remuneration
Committee.

Further, in terms of Regulations 17(10) of
the SEBI Listing Regulations, 2015 and
Schedule IV of the Companies Act, 2013,
the Board of Directors carried out the
performance evaluation of the
Independent Directors (excluding the
Director being evaluated), its own
performance and that of its Committees.

The Board evaluated the effectiveness of
its functioning and that of the Committees
and of individual directors by seeking their
inputs on various aspects of
Board/Committee Governance through
structured questionnaire.

The entire performance evaluation
process was completed to the satisfaction
of Board.

Further, SEBI vide its circular (Ref. no.
SEBI/HO/CFD/CMD/CIR/P/2017/004)
dated January 5, 2017 issued a guidance
note on Board Evaluation for listed
companies. In view of the same, the
Independent Directors in their separate
meeting held on March 04, 2025 under
Regulation 25(4) of the SEBI Listing
Regulations, 2015 and Schedule IV of the
Companies Act, 2013 had:

(i) reviewed the performance of NonÂ¬
Independent Directors and the Board as a
whole;

(ii) reviewed the performance of the
Chairperson of the Company, taking into
account the views of executive and nonÂ¬
executive Directors; and

(iii) assessed the quality, quantity and
timelines of flow of information between
the Company management and the Board
that was necessary for the Board to
effectively and reasonably perform their
duties.

The Board of Directors has expressed its
satisfaction on the functioning and
performance of Board and Committees
and the performance of individual
directors. It emerged that the Board had a
good mix of competency, experience,
qualifications and diversity. Each Board
member contributed to the collective
wisdom of the Board, keeping in mind
his/her own background and experience.
There was active participation and
adequate time was given for discussing
strategy. Overall, the Board was
functioning very well in a cohesive and
interactive manner. The Directors even
expressed their satisfaction with the
evaluation process.

27. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with
reference to financial statements of the
Company, as designed and implemented
by the Company, are adequate. During the

year under review, no material or serious
observation has been received from the
Statutory Auditors and the Internal
Auditors of the Company on the
inefficiency or inadequacy of such
controls.

The internal audit is entrusted to M/s. S.K.
Naredi & Co. LLP, a firm of Chartered
Accountants. The Internal Auditor monitor
and evaluate the efficacy and adequacy of
internal control systems in the Company,
its compliance with the operating systems,
accounting procedures and policies at the
Company and its subsidiaries. It also
imparts guidance and constructive
suggestions for improvement of the audit
function in the Company.

The Audit Committee of the Board of
Directors, comprising of independent
directors regularly reviews the audit plans,
significant audit findings, adequacy of
internal controls, compliance with
accounting standards as well as reasons
for changes in accounting policies and
practices, if any.

Necessary certification by the Statutory
Auditors in relation to Internal Financial
Control u/s 143(3)(i) of the Act forms part
of the Audit Report.

28. INTERNAL CONTROL SYSTEMS
Adequate internal control systems
commensurate with the nature of the
Company''s business and size and
complexity of its operations are in place
and have been operating satisfactorily.
Internal control systems comprising of
policies and procedures are designed to
ensure reliability of financial reporting,
timely feedback on achievement of goals,
compliance with policies, procedure,
applicable laws and regulations and that
all assets and resources are acquired
economically, used efficiently and
adequately protected.

Your Directors confirm that during the
year under review, there were no
reportable material weaknesses in the
present systems or operations of internal
controls.

29. CONSERVATION OF ENERGY,
TECHNOLOGICAL ABSORPTION AND
FOREIGN EXCHANGE EARNING &
OUTGO

The Company is a non-banking financial
Company and is also involved in job work
activities. The Company''s activity involves
very low energy consumption and has no
particulars to report regarding
conservation of energy and technology
absorption.

However, efforts are made to further
reduce energy consumption. The Company
did not have any foreign exchange
earnings and expenditures during the
year.

30. RELATED PARTY TRANSACTION

All Related Party Transactions entered
into by your Company during the financial
year were on arm''s length basis and were
in the ordinary course of business and in
compliance with the provisions of the
Companies Act, 2013, the SEBI (Listing
Obligation and Disclosure Requirements)
Regulations, 2015 and Indian Accounting
Standards on "Related Party Disclosure
(Ind AS-24).â

All Related Party Transactions are placed
before the Audit Committee. None of such
related party transactions required the
approval of the Shareholders as per the
Act or Listing Regulations. Further, there
were no materially significant related
party transactions that may have potential
conflict of interests with the Company at
large.

All contracts / arrangements /
transactions entered into by the Company
during the year under review with Related
Parties were in the ordinary course of
business and on arm''s length. During the
year under review, 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 or which is required to be
reported in Form No. AOC-2 in terms of
Section 134(3) (h) read with Section 188
of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014. Accordingly, there
are no transactions that are required to be
reported in Form AOC-2.

The details of the related party
transactions as per Indian Accounting
Standards (IND AS) - 24 are set out in Note
31 to the Standalone Financial Statement
of the Company. The Company in terms of

Regulation 23 of the Listing Regulations
submits within 15 days from the date of
publication of its standalone and
consolidated financial results for the half
year, disclosures of related party
transactions on a consolidated basis, in the
specified format to the stock exchanges.
The said disclosures can be accessed on
the website of the Company at
https://www.rsdfinancelimited.com/inves
torrelations/stock-exchange-disclosures.

The Board has approved and adopted the
Policy on Related Party Transactions and
the same is uploaded on the Company''s
website -

www.rsdfinancelimited.com/InvestorRela

tions/Codes/Policies

31. RISK MANAGEMENT

Pursuant to Section 134 of the Companies
Act, 2013 and Regulation 17 of the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Company has adopted a risk management
policy. The policy provides for
identification, assessment and control of
risks that in the opinion of the Board may
threaten the existence of the Company.
The above policy is being reviewed/re-
visited at such other intervals as deemed
necessary for modifications and revisions,
if any.

32. DISCLOSURES OF TRANSACTIONS OF

THE LISTED ENTITY WITH ANY PERSON
OR ENTITY BELONGING TO THE
PROMOTER/PROMOTER GROUP

WHICH HOLD(S) 10% OR MORE
SHAREHOLDING IN THE LISTED
ENTITY, IN THE FORMAT PRESCRIBED
IN THE RELEVANT ACCOUNTING
STANDARDS FOR ANNUAL RESULTS.

Rajeev Singh Dugal and Rajeev Singh Dugal
Trust (KU Benefit Trust) hold 10% or
more shares in the Company. The details
of transactions with promoter/ promoter
group holding 10% or more shares have
been disclosed in the financial statement
which is part of the Annual Report.

33. CORPORATE SOCIAL RESPONSIBILITY
(CSR)

As per the provisions of Section 135 of the

Companies Act, 2013, a Corporate Social
Responsibility (CSR) Committee has been
constituted by the Board of Directors.

The Corporate Social Responsibility
Committee (CSR Committee) has
formulated and recommended to the
Board, a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities
to be undertaken by the Company, which
has been approved by the Board.

The CSR Policy may be accessed on the
Company''s website at the www.rsdfinance
limited.com

The report on the CSR activities as
required under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is
attached as "Annexure - C" and forms an
integral part of the report.

34. VIGIL MECHANISM/WHISTLE BLOWER
POLICY

The Company has in place a Vigil
Mechanism/Whistle Blower Policy which
is approved and adopted by the Board of
Directors of the Company.

The Policy provides a framework to
promote responsible and secured
reporting of unethical behavior, actual or
suspected fraud, violation of applicable
laws and regulations, financial
irregularities, abuse of authority, etc. by
Directors, employees and the
management. The Vigil Mechanism/
Whistle Blower Policy is available on the
website of the Company at
www.rsdfinancelimited.com.

The Company endeavors to provide
complete protection to the Whistle
Blowers against any unfair practices. It is
affirmed that no personnel of the Company
has been denied access to the Audit
Committee and no case was reported
under this policy during the year.

35. COMPANY''S POLICY ON APPOINTMENT
AND REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT PERSONNEL

The Nomination & Remuneration Policy of
the Company aims to attract, retain and
motivate qualified personnel of the
Company and seeks to employ people who
not only fulfill the eligibility criteria but
also have the attributes needed to fit into
the corporate culture of the Company.

The Company pays remuneration to
Independent Directors by way of sitting
fees and Executive Non-Independent
Directors of your Company do not accept
any sitting fees. Remuneration to Directors
is paid within the limits as prescribed
under the Companies Act, 2013 and the
limits as approved by the Members of the
Company, from time to time. There have
been no changes in the said policy during
the financial year. The policy is available
on the Company''s website at
www.rsdfinancelimited.com/investorrelat
ions/codes/policies (path) and is also
annexed and forms part of the report as
"Annexure - D"

Further, information about elements of
remuneration package of individual
directors is provided in the extract of
Annual Return as provided under Section
92(3) of the Companies Act, 2013 and
forms part of this Report.

36. AUDITORS AND THEIR REPORTS

The matters related to Auditors and their
Reports are as under:

Statutory Auditors & their Reports

M/s. S D Y & Co., Chartered Accountants,
Jamshedpur, bearing Registration No.
016850C, were appointed as the Statutory
Auditors in casual vacancy of the Company
to hold office until the conclusion ensuing
Annual General Meeting for the FY 2024Â¬
25, at a remuneration as may be mutually
decided between the Board of Directors
and S D Y & Co.,

The report of the Statutory Auditor forms
part of the Annual Report 2024-25. The
said report does not contain any
qualification, reservation, adverse remark
or disclaimer. During the year under
review, the Auditors did not report any
matter under Section 143(12) of the Act,
therefore no detail is required to be
disclosed under Section 134(3)(ca) of the
Act.

pursuant to the provisions of Section 139,
142 and other applicable provisions, if any,
of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules,
2014, M/s. S D Y & Co., Chartered
Accountants (Firm''s Registration No.) be
and are hereby appointed as the Statutory
Auditors of the Company for a term of 5
(Five) consecutive years to hold office
from the conclusion of this 62nd Annual
General Meeting until the conclusion of the
67th Annual General Meeting of the
Company, at such remuneration (exclusive
of applicable taxes and reimbursement of
out of pocket expenses) as shall be fixed by
the Board of Directors of the Company
from time to time in consultation with
them."

The Company has received a written
consent from him that the appointment is
in accordance with the applicable
provisions of the Act and rules framed
thereunder.

The brief resume/details relating to
Statutory Auditor who is to be appointed
is furnished in the Notice of the ensuing
AGM.

Secretarial Auditor & their Reports

Pursuant to the provisions of Section 204
of the Companies Act, 2013 and the
Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors of the
Company has appointed Mr. Sital Prasad
Swain, Company Secretary in practice
(Membership No. F6338 & CP No. 6814) to
conduct the Secretarial Audit for the FY
2024-25.

The Secretarial Audit Report confirms that
the Company has complied with the
provisions of the Companies Act, 2013,
Rules, Listing Regulations and Guidelines
and that there were no deviations or nonÂ¬
compliances. The Secretarial Audit Report
certified by the Secretarial Auditors, in the
specified form MR-3 is annexed herewith
and forms part of this report.

attached as Annexure - E, E(I) and E(II)
forming part of this Report. The same are
also available on the website of the
Company.

The Secretarial Audit Report of your
Company and its unlisted material
subsidiaries does not contain any
qualification, reservation, adverse remark
or disclaimer.

Furthermore, the Secretarial Auditor, Mr.
Sital Prasad Swain, Practicing Company
Secretaries, has also certified the
compliance as per Regulation 24A of the
SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations,
2018 and same has been intimated to the
stock exchanges within the stipulated time
and there stood no qualification reported
by the Secretarial Auditor.

Mr. Sital Prasad Swain has certified that
none of the directors on the Board of the
Company have been debarred or
disqualified from being appointed or
continuing as director of Companies by the
Board/Ministry of Corporate Affairs or any
such statutory authority. The said
certificate is appended to the Board''s
Report and should also form a part of the
Corporate Governance Report of the Board
as required under the SEBI Listing
Regulations.

Further, in accordance with the third
amendment of SEBI (LODR), and as per
recommendation of Audit Committee, the
Board of Directors of the Company has
appointed Mr. Sital Prasad Swain as the
Secretarial Auditor of the Company from
the conclusion of 62nd AGM till the
conclusion of 67th AGM, to carry out the
Secretarial Audit for a period of five
consecutive financial years i.e., from FY
2025-26 to FY 2029-30 on such terms of
remuneration, including reimbursement of
out-of-pocket expenses, as may be
mutually agreed to between the Board of
Directors of the Company and the
Secretarial Auditor. The Company has
received a written consent from him that
the appointment is in accordance with the
applicable provisions of the Act and rules
framed thereunder.

The brief resume/details relating to
Secretarial Auditor who is to be appointed

is furnished in the Notice of the ensuing
AGM.

Cost Auditors Maintenance of cost records
and requirement of cost audit as
prescribed under the provisions of Section
148(1) of the Companies Act, 2013 are not
applicable in respect of the business
activities carried out by the Company.

37. PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosures pertaining to remuneration
and other details as required under
Section 197(12) of the Act read with Rule
5(1) of Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 is annexed to this Board''s
Report and are marked as ''"Annexure - F''.
In terms of the provisions of section 136 of
the Act, the report is being sent to the
members and others entitled thereto. This
statement prescribed under rule 5(2) and
5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel)
Rule, 2014 will be made available by email
to members of the Company seeking such
information. The members can send an
email to [email protected]. It shall
also be kept open for inspection by any
member at the registered office of the
Company during business hours.

38. PARTICULARS OF LOANS,

INVESTMENTS AND GUARANTEES
Details of loans, guarantees and
investments covered under Section 186 of
the Act are provided in Note 6 and 11
forming part of Financial Statements.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of
Conduct for Prevention of Insider Trading
for its Designated Persons in compliance
with the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Code lays
down Guidelines which advise the insiders
on procedures to be followed and
disclosures to be made, while dealing with
the shares of the Company, and cautioning
them of the consequences of violations.
The Code requires pre- clearance for
dealing in the Company''s shares and
prohibits the purchase or sale of Company
shares by the Directors and the designated
employees while in possession of
unpublished price sensitive information in
relation to the Company and during the
period when the Trading Window is
closed.

The Company has also adopted ''Code of
Practice and Procedures for Fair
Disclosure of Unpublished Price Sensitive
Information'' in accordance with the SEBI
(Prohibition of Insider Trading)
Regulations, 2015. This Code aims to set
forth a framework and policy for fair
disclosure of events and occurrences that
could resolutely impact price of the
Company''s securities. The Company
endeavors to preserve the confidentiality
of un-published price sensitive
information and to prevent misuse of such
information.

The code of conduct for Prevention of

Insider Trading is posted on the website of

the Company and can be accessed at:

www.rsdfinancelimited.com

All the Board of Directors and designated

employees have confirmed compliance

with the Code.

40. NUMBER OF BOARD MEETINGS

During the year under review, Ten Board
Meetings were convened and held on April
22, 2024, May 27, 2024, August 14, 2024,
August 26, 2024, October 04, 2024,
November 14, 2024, December 03, 2024,
December 27, 2024, January 18, 2025, and
February 14, 2025. The details of which
are given in the Corporate Governance
Report which is forming part of this
Annual Report.

41. ANNUAL RETURN

The annual return of the company is also
available on the company''s website at
www.rsdfinancelimited.com and is
available at the

linkwww.rsdfinancelimited.com/investorr
elations/annualreturn

42. MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis
Report on the operations of the Company,
as stipulated under Chapter IV of SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 is
provided in a separate section and forms
an integral part of this Report.

43. CORPORATE GOVERNANCE

The Company believes that establishing
good corporate governance practices in
each and every function of the
organization leads to increased
operational efficiencies and sustained long

term value creation for all stakeholders. In
terms of Regulation 34(3) read with
Schedule V of the Listing Regulations, the
following forms part of this Report:

(i) Report on the Corporate Governance;

(ii) Declaration regarding compliance to Code
of Conduct by Board Members and Senior
Management Personnel;

(iii) A certificate from a Practicing Company
Secretary that none of the directors on the
Board of the Company have been debarred
or disqualified from being appointed or
continuing as directors of companies by
the Board/Ministry of Corporate Affairs or
any such statutory authority;

(iv) the Certificate duly signed by the
Managing Director and Chief Financial
Officer on the Financial Statements of the
Company for the year ended March 31,
2025 as submitted to the Board of
Directors at their meeting held on May 24,
2025; and

(v) Auditors'' Certificate regarding compliance
of conditions of Corporate Governance

44. SECRETARIAL STANDARDS

During the Financial Year 2024-25, the
Company has complied with all the
relevant provisions of Secretarial
Standards issued by the Institute of
Company Secretaries of India on Board
Meetings and General Meetings (SS1 and
SS2).

45. RBI REGULATIONS

The Company has complied with the
applicable regulations of RBI as on March
31, 2025.

46. RBI GUIDELINES

The Company continues to comply with all
the applicable regulations prescribed by
the Reserve Bank of India ("RBI"), from
time to time.

47. SIGNIFICANT & MATERIAL ORDERS
PASSED BY THE REGULATORS

There were no significant and material
orders passed by the regulators or courts
or tribunals that would impact the going
concern status of the Company and its
future operations.

48. INSTANCES OF FRAUD, IF ANY
REPORTED BY THE AUDITORS

During the year under review, neither the
statutory auditors nor the secretarial
auditor has reported to the Audit
Committee under Section 143 (12) of
Companies Act, 2013, any instances of
fraud committed against the Company by
its officers or employees, the details of
which needs to be mentioned in the
Board''s Report.

49. APPLICATION/PROCEEDING PENDING
UNDER IBC:

None of the application has been made or
any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year

50. HUMAN RESOURCES

Your Company continues to put due
emphasis on appropriate human resource
development for its business. The
employees of the Company and the group
fully identify with the Company''s and the
groups vision and business goals.

51. POLICY ON PREVENTION OF SEXUAL
HARASSMENT OF WOMEN AT THE
WORKPLACE

The Company has zero tolerance for sexual
harassment at workplace. We have
adopted a Policy on Prevention,
Prohibition and Redressal of Sexual
Harassment at the Workplace and
constituted the Internal Complaints
Committee in line with the provisions of
the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there
under. The Policy aims to provide
protection to employees at the workplace
and prevent and redress complaints of
sexual harassment and for matters
connected or incidental thereto, with the
objective of providing a safe working
environment, where employees feel
secure.

The Company has not received any
complaint under the said policy. Web link
for the policy in the website is
www.rsdfinancelimited.com/codes-
policies.

52. COMPLIANCE WITH THE MATERNITY
BENEFIT ACT, 1961

The Company has complied with the
provisions of Maternity Benefit Act, 1961,
including all applicable amendments and
rules framed there under. The company is
committed to ensure a safe, inclusive and
supportive workplace for women
employees. All eligible women employees
are provided with maternity benefits as
prescribed under the Maternity Benefit
Act, 1961, including paid maternity leave,
nursing breaks and protection from
dismissal during maternity leave.

The company also ensures that no
discrimination is made in recruitment or
service conditions on the grounds of
maternity, necessary internal systems and
HR Policies are in place to uphold the
spirit and letter of the legislation.

53. GENDER-WISE COMPOSITION OF
EMPLOYEES

In alignment with the principles of
diversity, equity and inclusion (DEI), the
company discloses below the gender
composition of its workforce as on March
31, 2025.

Male Employee: - 6 (Six)

Female Employee:- 2 (Two
Transgender Employees:- Nil
The disclosure reinforces the Company''s
efforts to promote an inclusive workplace
culture and equal

opportunity for all individuals, regardless
of gender.

54. GENERAL

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

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

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

c) The Company does not have any scheme of

Place: Jamshedpur
Date: August 13, 2025

provision of money for the purchase of its
own shares by employees or by trustees
for the benefit of employees.

d) Business Responsibility Report is not
applicable on the Company.

e) Formation of Dividend Distribution Policy
is not applicable on the Company.

f) Your Company has not raised funds
through preferential allotment or qualified
institutions placement as per Regulation
32(7A) of the Listing Regulations.

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

55. APPRECIATION

Your Directors would like to acknowledge
the role of all its stakeholders'' viz.,
shareholders, bankers, lenders, borrowers
and all others for their continued support
to your Company and the confidence and
faith that they have always reposed in
your Company.

Your Directors acknowledge and
appreciate the guidance and support
extended by all the Regulatory authorities
including Securities Exchange Board of
India (SEBI), Reserve Bank of India (RBI),
Ministry of Corporate Affairs (MCA),
Registrar of Companies, Kolkata (ROC), the
Stock Exchanges and the NSDL and CDSL.

We value the professionalism of all the
employees who have proved themselves in
a challenging environment and whose
efforts have stood the Company in good
stead and taken it to present level.

For and on behalf of the Board

Sd/- Sd/-

Rajeev Singh Dugal Upneet Dugal

Managing Director Director

DIN:00052037 DIN:07680726

Mar 31, 2024

Your Directors have pleasure in presenting their Sixty first Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone as well as Consolidated) for the year ended March 31, 2024.

1. KEY FINANCIAL HIGHLIGHTS

The Company has prepared the Financial Statements for the financial year ended March 31, 2024 in conformity with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the âAct") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended by Companies (Indian Accounting Standards) Rules, 2016 from 1^st April, 2019:

(Amt. in lakhs except EPS)

Particulars	Standalone		Consolidated
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	957.22	587.15	10311.27	9232.00
Other Income	280.19	287.58	810.01	628.38
Total Income	1237.41	874.73	11129.28	9860.37
Less :Total Expenses	270.56	258.24	8935.46	8247.63
Profit before tax & Extraordinary items	966.85	616.49	2185.82	1612.74
Add : Extraordinary Items	-	-	-	-
Less : Tax Expenses	204.70	113.31	445.53	320.00
Profit after tax	762.15	503.18	1740.29	1292.74
Add: Other Comprehensive Income/(loss)	48.50	(117.56)	298.54	(255.93)
Total Comprehensive Income	810.65	385.62	2038.83	1036.80
Profit available for appropriation
Balance of profit for earlier years	4618.78	4414.77	9785.19	9115.85
Add: Total Comprehensive Income	810.65	385.62	1627.74	871.85
Less: P/L appropriation	(4.20)	-	(2.82)	16.59
Less: Proposed Dividend	-	-	54.40	108.80
Less :Transfer to Statutory Reserve	(162.12)	(77.13)	(162.12)	(77.12)
Less: Transfer to Statutory Reserve for prior period	-	(104.50)	-	-
Balance C/f to Balance Sheet	5263.10	4618.78	11199.23	9785.19

2. COMPANY OVERVIEW

RSD Finance Limited is a Company registered under the Companies Act, 1956. It is registered with the Reserve Bank of India (RBI) in the category of "Non-Banking Financial Institution - Non Systemically Important, Non Deposit taking Company (NBFC-ND-NSI) under the RBI Regulations and has a certificate under section 45 IA of the RBI Act, 1934.

As part of our business activities, we are predominantly focused in the business of loans and advances, acquisition of shares/ stocks/ bonds/ debentures/ securities issued by Government or local authority or other marketable securities of a like nature. We also provide Job Work services.

3. Statutory Disclaimer

The Company is having a valid Certificate of Registration dated May 2, 1998 issued by the RBI under Section 45-IA of the Reserve Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for discharge of any liability by the Company.

Neither there is any provision in law to keep, nor does the Company keep any part of the deposits with RBI and by issuing a Certificate of Registration to the Company, RBI neither accepts any responsibility nor guarantees the payment of deposits to any depositor or any person who has lent any sum to the Company.

4. BUSINESS PERFORMANCE REVIEW

On a standalone basis, the Company achieved a turnover of Rs. 1237.41 lakhs as compared to the turnover of Rs. 874.73 lakhs recorded during the previous financial year ended March

31,2023. The Net Profit before tax and exceptional items of your Company for the financial year ended March 31, 2024 stood at Rs. 966.85 Lakhs as against the Net Profit of Rs. 616.49 Lakhs for the financial year ended March 31, 2023. Basic earnings per share work out to Rs. 6.26 compared to Rs. 2.98 in the previous year.

On a consolidated basis, your Company recorded a total income of Rs. 11121.28 Lakhs during the financial year ended March 31, 2024 as compared to the turnover of Rs. 9860.37 lakhs recorded during the previous financial year ended March 31, 2023 and achieved a consolidated Net Profit before tax of Rs. 2185.82 Lakhs for the financial year ended March 31, 2024 as against the Net Profit of Rs. 1612.74 Lakhs for the financial year ended March 31, 2023.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Consolidated and Standalone Financial Statements are available on the website of the Company at web link www.rsdfinancelimited.com.

Any member who is interested in obtaining a copy of the Annual Report may write to the Company at the Registered Office of the Company. Further, a detailed analysis of Company''s performance is included in the Management Discussion and Analysis, which forms part of this Annual report.

5. CHANGES IN THE NATURE OF THE BUSINESS

There have been no changes in the nature of the business of the Company or the subsidiaries during the year under review.

6. FUTURE PROSPECTS

The state of Company''s affair and future outlook is discussed in the Management Discussion & Analysis section of this Annual Report.

7. DIVIDEND

Your Director''s regret for not recommending any Dividend on Equity Shares of the Company for the financial year ended 31 March, 2024.

8. UNCLAIMED/UNPAID DIVIDEND

In terms of the provisions of Section 124(5) of the Companies Act, 2013, the Company did not have any unclaimed/unpaid dividend which was/is required to be transferred to the Investors Education and Protection Fund.

9. RESERVES

The Company proposes to transfer Rs. 162.12 lakhs to the statutory reserves and an amount of Rs. 5263.10 lakhs is proposed to be retained in the P/L account during the Financial Year 2023-24.

10. SHARE CAPITAL

The Equity shares of the Company are listed on the Bombay Stock Exchange (BSE) and the Calcutta Stock Exchange (CSE). The paid-up Equity Share Capital as on March 31, 2024 was Rs. 6.47 crores.

During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity.

As on March 31, 2024 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments between the end of FY 2023-24 and the date of this report, affecting the financial position of the Company.

12. PUBLIC DEPOSIT

Being a Non Deposit taking Non-Banking Financial Company, your Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

13. FINANCIAL LIQUIDITY

The Company''s cash and cash equivalents as on March 31, 2024 is Rs. 205.93 lakhs as compared to Rs. 52.22 lakhs as on March 31, 2023. The Company continues to focus on judicious management of its working capital. Receivables and other working capital parameters were kept under strict check through continuous monitoring.

14. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATES

The Company has two material subsidiaries Precision Automotive Private Limited and SRP Oil Private Limited and one step down subsidiary Sigma HTS LLP. There are no Associate or Joint venture Companies within the meaning of section 2(6) of the Companies act, 2013. There has been no material change in the nature of business of the subsidiaries.

No entity became or ceased to be the subsidiary, joint venture or associate of RSD Finance Limited during Financial Year 2023-24.

The Annual Reports of these Subsidiaries will be made available for inspection by any Member of the Company at the Registered Office of your Company at Holding No. - 4, The Alcor Hotel, Ramdas Bhatta, Bistupur, Jamshedpur - 831001 during business hours on all days except Saturdays, Sundays and Public Holidays between 12.30 pm and 03.00 pm up to the date of ensuing AGM. The Annual Reports of the aforesaid Subsidiaries for the financial year ended March 31, 2024 shall be provided to any Member of the Company upon receipt of written request. In view of the continuing statutory restrictions on the movement of persons at several places in the Country, Members may also send an advance request at the e-mail id -[email protected] for an electronic inspection of the aforesaid documents.

The Annual Reports along with the Audited Financial Statements of each of the Subsidiaries of your Company are also available on the website of the Company at www.rsdfinancelimited.com

As required under Regulations 16(1) (c) & 46 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 âSEBI Listing Regulations", the Board of Directors had approved the Policy for determining Material Subsidiaries (âPolicy"). The details of the Policy are available on the website of the Company www.rsdfinancelimited.com/InvestorRelations /Codes/Polices

15. PERFORMANCE OF SUBSIDIARIES

i) S R P OIL PRIVATE LIMITED

The Company continues to holds 52.55% shares in SRP Oil Private Limited. SRP is a material unlisted subsidiary Company of RSD

Finance Limited as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. It is engaged in the business of the hospitality industry. It is carrying business in the brand name of âThe Alcor Hotel" in Jamshedpur, Jharkhand.

Net revenue of SRP Oil increased to Rs. 2764.38 lakhs in the Financial Year 2023-2024 compared to Rs. 2224.13 lakhs in the previous year. The net profit before tax increased to Rs. 947.93 lakhs during the FY 2023-2024 compared to Rs. 481.23 lakhs earned in the previous year.

ii) PRECISION AUTOMOTIVE PRIVATE LIMITED (PAPL)

Precision Automotive Private Limited continues to be a wholly owned material subsidiary Company of RSD Finance Limited. During the financial year 2023-24, the Company earned income from investment activities and generation and transmission of solar energy.

The revenue from operations of PAPL is Rs. 505.41 lakhs in the Financial Year 2023-24 compared to Rs. 655.89 lakhs earned in the previous year. The net profit before tax during the period was Rs. 346.99 lakhs as compared to a profit of Rs. 460.28 lakhs earned in the previous year.

iii) SIGMA HTS LLP

SIGMA HTS is a Limited Liability Partnership whose majority stake is held by Precision Automotive Private Limited, the wholly owned subsidiary of your Company. Sigma HTS LLP deals in providing heat treatment solutions.

During the financial year, the LLP earned total revenue of Rs. 6654.00 lakhs as compared to Rs. 6142.31 lakhs earned in the previous year. However, during the financial year it has occurred a loss of Rs. 70.65 lakhs as compared

to Rs. 54.75 lakhs profit earned in the previous year.

The Company does not have any associate or a joint venture.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial Statements of the aforesaid subsidiaries has been provided in Form AOC-1, attached as âAnnexure - A" and forms a part of this Report.

16. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the requirements in terms of Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ''Listing Regulations'') the Company has prepared Consolidated Financial Statements in accordance with Ind AS 110 -âConsolidated Financial Statements" and Ind AS 27 - âSeparate Financial Statements." The Consolidated Financial Statements forms part of this Report.

17. LISTING

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange (BSE) and the Calcutta Stock Exchange Limited (CSE). The scrip code number of the Equity Shares of the Company on BSE is 539875 and on CSE is 28123 respectively.

The Annual Listing Fee for the Financial Year 2023-24 has been duly paid to both the Stock Exchanges.

18. DIRECTORS

As on March 31, 2024 the Board of Directors of your company consists of 6 Directors. Their details are as follows:

Name of the Director	Category
Mr. Rajeev Singh Dugal	Managing Director
Ms. Upneet Dugal	Executive Director
Mrs. Kawaljeet Kaur Dugal	Non- Executive Non - Independent Director
Mr. Malkeet Singh	Independent
Saini	Director
Mr. Harsh Kumar	Independent
Pandey	Director
Mr. Pradeep Kumar	Independent
Khosla	Director

The profile of all the Directors can be accessed on the Company''s website at www.rsdfinancelimited.com/companyprofile.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such authority.

The Board was duly constituted in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and

attributes as required and available with the Board has been presented in the Corporate Governance Report.

There were no changes in the Board of Directors of the Company during the year.

Retirement by rotation

Ms. Upneet Dugal

In accordance with the provisions of Section 152 of the Companies Act, 2013, Regulation 36 of the Listing Regulations and the Company''s Articles of Association, Ms. Upneet Dugal (Din - 07680726), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

The brief resume/details relating to Director who is to be reappointed is furnished in the Notice of the ensuing AGM.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Code of Conduct for Directors and Employees

The Company has adopted a Code of Conduct for its Directors and employees including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said Codes can be accessed on the Company''s website at www.rsdfinancelimited.com.

In terms of the Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their respective codes. The Managing Director has also confirmed and certified the same, which is

provided at the end of the Report on Corporate Governance.

19. MEETINGS OF THE BOARD

During the year eight meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

20. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company as on 31 March 2024:

1. Mr. Rajeev Singh Dugal - Managing Director

2. Mr. Ravi Joshi - Chief Financial Officer

3. Ms. Subhajita Biswal - Company Secretary and Compliance Officer

Mr. Aditya Srivastava, Company Secretary & Compliance officer of the Company resigned w.e.f November 04, 2023. Ms. Subhajita Biswal has been appointed as the Company Secretary & Compliance officer and the KMP of the Company w.e.f January 02, 2024.

21. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, confirming that they fulfill the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the independent directors are aware

of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013 as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have the requisite integrity, experience and relevant experience in their respective fields including the proficiency required to effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.

22. FAMILARISATION PROGRAMME

In order to encourage active participation from the Independent Directors and also to enable them to understand the business environment of the Company in depth and to assist them in

performing their role as Independent Directors of the Company, Familiarization Programmes for the Independent Directors have been adopted.

Once appointed, the Independent Directors undergo the Familiarization Programme of the Company wherein the necessary information and relevant documents in respect to the industry, the regulatory environment in which the Company operates and the Annual Reports of past financial years are provided to them. The Managing Director of the Company also has a one to one discussion with the newly appointed Director to familiarize him with the Company''s culture.

Pursuant to Regulation 46 of the Listing Regulations, the details of the Familiarization program of the Independent Directors are available on the website of the Company at www.rsdfinancelimited.com/investorrelations/ codes & policies (Path)

23. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors of the Company without the presence of the Executive Directors and the Management representatives was held on March 22, 2024, as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the SEBI LODR. At the said meeting, the Independent Directors inter alia, reviewed and discussed:

- performance of Non-Independent Directors and the Board of Directors as a whole.

- performance of the Chairman of the Company.

- assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company attended the Meetings of Independent Directors. The Independent Directors expressed their satisfaction to the desired level on the governance of the Board.

24. BOARD AND ITS COMMITTEES

The Board met five times during the financial year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Regulation, 2015. The details of the meetings of the Board, attendance of Directors, etc. is given separately in the Report of Corporate Governance which forms part of the report.

Board Committees

The following are the Board Committees during the Financial Year 2023-24:

1. Audit Committee;

2. Nominations & Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee and

All recommendations made by the committees were approved by the Board. The composition of each of the above Committees, their respective roles, attendance and responsibilities are provided in detail in the Corporate Governance Report

25. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirms that:

(a) in the preparation of Annual Accounts for the financial year ended March 31, 2024, the applicable Ind AS have been followed and there are no material departures from the same;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2024 and of the profit and loss of the Company for the year ended on that day;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts for the year ended 31st March, 2024 have been prepared on a âgoing concern" basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Further, there are no qualifications, reservations or adverse remarks made by the Statutory Auditors/ Secretarial Auditors in their respective reports.

26. BOARD EVALUATION

Nomination and Remuneration Committee and the Board of Directors have formulated a policy for performance evaluation of its own performance, of various mandatory Committees of the Board and of the individual Directors.

In terms of the provisions of Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, 2015 and Section 178 of the Companies Act, 2013, the performance evaluation process of all the Independent and Non-Independent Directors of the Company was carried out by the Nomination and Remuneration Committee.

Further, in terms of Regulations 17(10) of the SEBI Listing Regulations, 2015 and Schedule IV of the Companies Act, 2013, the Board of Directors carried out the performance evaluation of the Independent Directors (excluding the Director being evaluated), its own performance and that of its Committees.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance through structured questionnaire. The entire performance evaluation process was completed to the satisfaction of Board.

Further, SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/CIR/P/2017/004) dated January 5, 2017 issued a guidance note on Board Evaluation for listed companies. In view of the same, the Independent Directors in their separate meeting held on March 22, 2024 under Regulation 25(4) of the SEBI Listing Regulations, 2015 and Schedule IV of the Companies Act, 2013 had:

(i) reviewed the performance of NonIndependent Directors and the Board as a whole;

(ii) reviewed the performance of the

Chairperson of the Company, taking into account the views of executive and nonexecutive Directors; and

(iii) assessed the quality, quantity and timelines of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

The Board of Directors has expressed its satisfaction on the functioning and performance of Board and Committees and the performance of individual directors. It emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed to the collective wisdom of the Board, keeping in mind his/her own background and experience. There was active participation and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner. The Directors even expressed their satisfaction with the evaluation process.

27. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements of the Company, as designed and implemented by the Company, are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

The internal audit is entrusted to M/s. Heerwal & Associates, a reputed firm of Chartered Accountants. The Internal Auditor monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies at the Company and its subsidiaries. It also imparts guidance and constructive suggestions for improvement of the audit function in the Company.

The Audit Committee of the Board of Directors, comprising of independent directors regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.

28. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Your Directors confirm that during the year under review, there were no reportable material weaknesses in the present systems or operations of internal controls.

29. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The Company is a non-banking financial Company and is also involved in job work activities. The Company''s activity involves very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption.

However, efforts are made to further reduce energy consumption. The Company did not

have any foreign exchange earnings and expenditures during the year.

30. RELATED PARTY TRANSACTION

All Related Party Transactions entered into by your Company during the financial year were on arm''s length basis and were in the ordinary course of business and in compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Indian Accounting Standards on âRelated Party Disclosure (Ind AS-24)."

All Related Party Transactions are placed before the Audit Committee. None of such related party transactions required the approval of the Shareholders as per the Act or Listing Regulations. Further, there were no materially significant related party transactions that may have potential conflict of interests with the Company at large.

All contracts / arrangements / transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm''s length. During the year under review, 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 or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the specified format to the stock exchanges. The said disclosures can be accessed on the website of the Company at

https://www.rsdfinancelimited.com/investorre

lations/stock-exchange-disclosures.

The Board has approved and adopted the Policy on Related Party Transactions and the same is uploaded on the Company''s website -www.rsdfinancelimited.com/InvestorRelations /Codes/Policies

31. RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy. The policy provides for identification, assessment and control of risks that in the opinion of the Board may threaten the existence of the Company. The above policy is being reviewed/re-visited at such other intervals as deemed necessary for modifications and revisions, if any.

32. DISCLOSURES OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTED ENTITY, IN THE FORMAT PRESCRIBED IN THE RELEVANT ACCOUNTING STANDARDS FOR ANNUAL RESULTS.

Rajeev Singh Dugal and Rajeev Singh Dugal Trust (KU Benefit Trust) hold 10% or more shares in the Company. The details of

transactions with promoter/ promoter group holding 10% or more shares have been disclosed in the financial statement which is part of the Annual Report.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee has been constituted by the Board of Directors.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the www.rsdfinance limited.com

The report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as âAnnexure - C" and forms an integral part of the report.

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy which is approved and adopted by the Board of Directors of the Company.

The Policy provides a framework to promote responsible and secured reporting of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at www.rsdfinancelimited.com.

The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under this policy during the year.

35. COMPANY''S POLICY ON

APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination & Remuneration Policy of the Company aims to attract, retain and motivate qualified personnel of the Company and seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company.

The Company pays remuneration to Independent Directors by way of sitting fees and Executive Non-Independent Directors of your Company do not accept any sitting fees. Remuneration to Directors is paid within the limits as prescribed under the Companies Act, 2013 and the limits as approved by the Members of the Company, from time to time. There have been no changes in the said policy during the financial year. The policy is available on the Company''s website at www.rsdfinancelimited.com/investor relations/codes/policies (path) and is also annexed and forms part of the report as âAnnexure - D"

Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as

provided under Section 92(3) of the Companies Act, 2013 and forms part of this Report.

36. AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditors & their Reports

M/s. Prasad Kumar & Co., Chartered Accountants, Jamshedpur, bearing Registration No. 008816C, were appointed as the Statutory Auditors of the Company to hold office for a period of five years commencing from the conclusion of the 59th AGM until the conclusion of the 64^th AGM of the Company to be held in the year 2027, at a remuneration as may be mutually decided between the Board of Directors and M/s. Prasad Kumar & Co., from time to time.

The report of the Statutory Auditor forms part of the Annual Report 2023-24. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditor & their Reports

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. Sital Prasad Swain, Company Secretary in practice (Membership No. F6338 & CP No. 6814) to conduct the Secretarial Audit for the FY 2023-24.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Companies Act, 2013, Rules, Listing Regulations and Guidelines and that there

were no deviations or non-compliances. The Secretarial Audit Report certified by the Secretarial Auditors, in the specified form MR-3 is annexed herewith and forms part of this report.

Further, in compliance of Regulation 24A of the Listing Regulations, Company''s unlisted material subsidiaries also undergo Secretarial Audit and the Secretarial Audit Reports of the Company and its unlisted material subsidiaries thereto in the prescribed Form No. MR-3 is attached as Annexure - E, E(I) and E(II) forming part of this Report. The same are also available on the website of the Company.

The Secretarial Audit Report of your Company and its unlisted material subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.

Furthermore, the Secretarial Auditor, Mr. Sital Prasad Swain, Practicing Company Secretaries, has also certified the compliance as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and same has been intimated to the stock exchanges within the stipulated time and there stood no qualification reported by the Secretarial Auditor.

Mr. Sital Prasad Swain has certified that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as director of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The said certificate is appended to the Board''s Report and should also form a part of the Corporate Governance Report of the Board as required under the SEBI Listing Regulations.

Further, the Board of Directors of the Company has re-appointed Mr. Sital Prasad Swain to undertake the Secretarial Audit of the Company for the financial year 2023-24. The

Company has received a written consent from him that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

Cost Auditors

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable in respect of the business activities carried out by the Company.

37. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of section 136 of the Act, the report is being sent to the members and others entitled thereto. This statement prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 will be made available by email to members of the Company seeking such information. The members can send an email to [email protected]. It shall also be kept open for inspection by any member at the registered office of the Company during business hours.

38. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of loans, guarantees and investments covered under Section 186 of the Act are provided in Note 5 and 6 forming part of Financial Statements.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct

for Prevention of Insider Trading for its Designated Persons in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down Guidelines which advise the insiders on procedures to be followed and disclosures to be made, while dealing with the shares of the Company, and cautioning them of the consequences of violations. The Code requires pre- clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The Company has also adopted ''Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information'' in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code aims to set forth a framework and policy for fair disclosure of events and occurrences that could resolutely impact price of the Company''s securities. The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information.

The code of conduct for Prevention of Insider

Trading is posted on the website of the

Company and can be accessed at:

www.rsdfinancelimited.com

All the Board of Directors and designated

employees have confirmed compliance with

the Code.

40. NUMBER OF BOARD MEETINGS

During the year under review, Eight Board Meetings were convened and held on May 29, 2023, August 14, 2023, August 24, 2023, October 01, 2023, November 10, 2023, January 02, 2024, February 12, 2024 & March 22, 2024, the details of which are given in the Corporate Governance Report which is forming part of this Annual Report.

41. ANNUAL RETURN

The annual return of the company is also available on the company''s website at www.rsdfinancelimited.com and is available at the link

www.rsdfinancelimited.com/investorrelations/ annualreturn

42. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

43. CORPORATE GOVERNANCE

The Company believes that establishing good corporate governance practices in each and every function of the organization leads to increased operational efficiencies and sustained long term value creation for all stakeholders. In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, the following forms part of this Report:

(i) Report on the Corporate Governance;

(ii) Declaration regarding compliance to Code of Conduct by Board Members and Senior Management Personnel;

(iii) A certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority;

(iv) the Certificate duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31,

2024 as submitted to the Board of Directors at their meeting held on May 27, 2024; and

(v) Auditors'' Certificate regarding compliance of conditions of Corporate Governance

44. SECRETARIAL STANDARDS

During the Financial Year 2023-24, the Company has complied with all the relevant provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings (SS1 and SS2).

45. RBI REGULATIONS

The Company has complied with the applicable regulations of RBI as on March 31, 2024.

46. RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India (âRBI"), from time to time.

47. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

48. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee under Section 143 (12) of Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Board''s Report.

49. APPLICATION/PROCEEDING PENDING UNDER IBC:

None of the application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

50. HUMAN RESOURCES

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of the Company and the group fully identify with the Company''s and the groups vision and business goals.

51. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace and constituted the Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint under the said policy. Web link for the policy in the website is

www.rsdfinancelimited.com/codes-policies.

52. GENERAL

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

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

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

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) Business Responsibility Report is not applicable on the Company.

e) Formation of Dividend Distribution Policy is not applicable on the Company.

f) Your Company has not raised funds through preferential allotment or qualified institutions placement as per Regulation 32(7A) of the Listing Regulations.

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

Place: Jamshedpur Date: August 26, 2024

53. APPRECIATION

Your Directors would like to acknowledge the role of all its stakeholders'' viz., shareholders, bankers, lenders, borrowers and all others for their continued support to your Company and the confidence and faith that they have always reposed in your Company.

Your Directors acknowledge and appreciate the guidance and support extended by all the Regulatory authorities including Securities Exchange Board of India (SEBI), Reserve Bank of India (RBI), Ministry of Corporate Affairs (MCA), Registrar of Companies, Kolkata (ROC), the Stock Exchanges and the NSDL and CDSL.

We value the professionalism of all the employees who have proved themselves in a challenging environment and whose efforts have stood the Company in good stead and taken it to present level.

For and on behalf of the Board

Sd/- Sd/-

Rajeev Singh Dugal Upneet Dugal Managing Director Director

DIN: 00052037 DIN:07680726

Mar 31, 2023

Your Directors have pleasure in presenting their Sixtieth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone as well as Consolidated) for the year ended March 31, 2023.

1. KEY FINANCIAL HIGHLIGHTS

The Company has prepared the Financial Statements for the financial year ended March 31, 2023 in conformity with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the "Act") read with the C ompanies (Indian Accounting Standards) Rules, 2015, as amended .

	Standalone		Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	587.15	456.30	9232.00	9316.16
Other Income	287.58	315.65	628.38	499.37
Total Income	874.73	771.95	9860.37	9815.53
Less :Total Expenses	258.24	265.11	8247.63	7416.48
Profit before tax & Extraordinary items	616.49	506.84	1612.74	2399.05
Add : Extraordinary Items	-	-	-	-
Less : Tax Expenses	113.31	86.38	320.00	595.98
Profit after tax	503.18	420.46	1292.74	1803.07
Add: Other Comprehensive Income/(loss)	(117.56)	107.30	(255.93)	350.63
Total Comprehensive Income	385.62	527.76	1036.80	2153.70
Profit available for appropriation
Balance of profit for earlier years	4414.77	3888.06	9115.85	7311.82
Add: Total Comprehensive Income	385.62	527.76	871.85	1917.81
Less: Profit available for appropriation	-	-	16.59	(0.72)
Less: Proposed Dividend	-	-	108.80	-
Less Transfer to Statutory Reserve	(77.13)	(1.06)	(77.12)	(113.05)
Less Transfer to Statutory Reserve for Prior Period	(104.50)	-	-	-
Balance c/f to Balance Sheet	4618.78	4414.77	9785.19	9115.85

2. COMPANY OVERVIEW

As part of our business activities, we are predominantly focused in the business of loans and advances, acquisition of shares/ stocks/ bonds/ debentures/ securities issued by Government or local authority or other marketable securities of a like nature. We also provide Job Work services.

3. Statutory Disclaimer

The Company is having a valid Certificate of Registration dated May 2, 1998 issued by the RBI under Section 45-IA of the Reserve Bank of India Act, 1934. However, RBI does not accept any responsibility or guarantee about the present position as to the financial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for discharge of any liability by the Company.

Neither there is any provision in law to keep, nor does the Company keep any part of the deposits with RBI and by issuing a Certificate of Registration to the Company, RBI neither accepts any responsibility nor guarantees the payment of deposits to any depositor or any person who has lent any sum to the Company.

4. BUSINESS PERFORMANCE REVIEW

On a standalone basis, the Company achieved a turnover of Rs. 874.73 lakhs as compared to the turnover of Rs. 771.95 lakhs recorded during the previous financial year ended March

31, 2022. The Net Profit before tax and exceptional items of your Company for the financial year ended March 31, 2023 stood at Rs. 616.49 Lakhs as against the Net Profit of Rs. 506.84 Lakhs for the financial year ended March 31, 2022. Basic earnings per share work out to Rs. 2.98 compared to Rs. 4.08 in the previous year.

On a consolidated basis, your Company recorded a total income of Rs. 9,860.37 Lakhs during the financial year ended March 31, 2023 as compared to the turnover of Rs. 9,815.53 lakhs recorded during the previous financial year ended March 31, 2022 and achieved a consolidated Net Profit before tax of Rs. 1612.74 Lakhs for the financial year ended March 31, 2023 as against the Net Profit of Rs. 2,399.05 Lakhs for the financial year ended March 31, 2022.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Consolidated and Standalone Financial Statements are available on the website of the Company at web link www.rsdfinancelimited.com.

Any member who is interested in obtaining a copy of the Annual Report may write to the Company at the Registered Office of the Company. Further, a detailed analysis of Company''s performance is included in the Management Discussion and Analysis, which forms part of this Annual report.

5. CHANGES IN THE NATURE OF THE BUSINESS

There have been no changes in the nature of the business of the Company or the subsidiaries during the year under review.

6. FUTURE PROSPECTS

The state of Company''s affair and future outlook is discussed in the Management Discussion & Analysis section of this Annual Report.

7. DIVIDEND

Your Director''s regret for not recommending any Dividend on Equity Shares of the Company for the financial year ended 31 March, 2023.

8. UNCLAIMED/UNPAID DIVIDEND

In terms of the provisions of Section 124(5) of the Companies Act, 2013, the Company did not have any unclaimed/unpaid dividend which was/is required to be transferred to the Investors Education and Protection Fund.

9. RESERVES

The Company proposes to transfer Rs. 77.13 lakhs to the statutory reserves and an amount of Rs. 4,618.77 lakhs is proposed to be retained in the P/L account during the Financial Year 2022-23.

10. SHARE CAPITAL

The Equity shares of the Company are listed on the Bombay Stock Exchange (BSE) and the Calcutta Stock Exchange (CSE). The paid-up Equity Share Capital as on March 31, 2023 was Rs. 6.47 crores.

During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity.

As on March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

11. MATERIAL CHANGES AND

COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY

There have been no material changes and commitments between the end of FY 2022-23 and the date of this report, affecting the financial position of the Company.

12. PUBLIC DEPOSIT

Being a Non Deposit taking Non-Banking Financial Company, your Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and no amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

13. FINANCIAL LIQUIDITY

The Company''s cash and cash equivalents as on March 31, 2023 is Rs. 52.22 lakhs as compared to Rs. 71.89 lakhs as on March 31, 2022. The Company continues to focus on judicious management of its working capital. Receivables and other working capital parameters were kept under strict check through continuous monitoring.

14. SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATES

No entity became or ceased to be the subsidiary, joint venture or associate of RSD Finance Limited during Financial Year 2022-23.

The Annual Reports of these Subsidiaries will be made available for inspection by any Member of the Company at the Registered Office of your Company at Holding No. - 4, The Alcor Hotel, Ramdas Bhatta, Bistupur, Jamshedpur - 831001 during business hours on all days except Saturdays, Sundays and Public Holidays between 12.30 pm and 03.00 pm up to the date of ensuing AGM. The Annual Reports of the aforesaid Subsidiaries for the financial year ended March 31, 2023 shall be provided to any Member of the Company upon receipt of written request. In view of the continuing statutory restrictions on the movement of persons at several places in the Country, Members may also send an advance request at the e-mail id -[email protected] for an electronic inspection of the aforesaid documents.

The Annual Reports along with the Audited Financial Statements of each of the Subsidiaries of your Company are also available on the website of the Company at www.rsdfinancelimited.com

As required under Regulations 16(1) (c) & 46 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 "SEBI Listing Regulations", the Board of Directors had approved the Policy for determining Material Subsidiaries ("Policy"). The details of the Policy are available on the website of the Company www.rsdfinancelimited.com/InvestorRelations/ Codes/Polices

15. PERFORMANCE OF SUBSIDIARIES

i) S R P OIL PRIVATE LIMITED

The Company continues to holds 52.55% shares in SRP Oil Private Limited. SRP is a material unlisted subsidiary Company of RSD

Net revenue of SRP Oil increased to Rs. 2224.13 lakhs in the Financial Year 2022-2023 compared to Rs.1392.19 lakhs in the previous year. The net profit before tax increased to Rs. 481.23 lakhs during the FY 2022-2023 compared to 199.64 lakhs earned in the previous year.

ii) PRECISION AUTOMOTIVE PRIVATE LIMITED (PAPL)

Precision Automotive Private Limited continues to be a wholly owned material subsidiary Company of RSD Finance Limited. During the financial year 2022-23, the Company earned income from investment activities and

generation and transmission of solar energy.

The revenue from operations of PAPL was Rs. 655.89 lakhs in the Financial Year 2022-23 compared to Rs.1262.67 lakhs earned in the previous year. The net profit before tax during the period was 460.28 lakhs as compared to a profit of Rs. 1109.10 lakhs earned in the previous year.

iii) SIGMA HTS LLP

SIGMA HTS is a Limited Liability Partnership whose majority stake is held by Precision Automotive Private Limited, the wholly owned subsidiary of your Company. Sigma HTS LLP deals in providing heat treatment solutions.

During the financial year, the LLP earned total revenue of Rs. 6142.31 lakhs as compared to Rs. 6423.21 lakhs earned in the previous year. Further, it has earned a profit of Rs. 54.75 lakhs as compared to Rs. 583.47 lakhs earned in the previous year.

The Company does not have any associate or a joint venture.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial Statements of the aforesaid subsidiaries has been provided in Form AOC-1, attached as "Annexure - A" and forms a part of this Report.

16. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the requirements in terms of Section 129 of the Companies Act, 2013 read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as ''Listing Regulations'') the Company has prepared Consolidated Financial Statements in accordance with Ind AS 110 - "Consolidated Financial Statements" and Ind AS 27 -"Separate Financial Statements." The Consolidated Financial Statements forms part of this Report.

17. LISTING

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange (BSE) and the Calcutta Stock Exchange Limited (CSE). The scrip code number of the Equity Shares of the Company on BSE is 539875 and on CSE is 28123 respectively.

Annual Listing fees for the year 2022-23 has already been paid to both the Stock Exchanges.

18. DIRECTORS

As on March 31, 2023, the Board of Directors of your company consists of 6 Directors. Their details are as follows:

Name of the Director	Category
Mr. Rajeev Singh Dugal	Managing Director
Ms. Upneet Dugal	Executive Director
Mrs. Kawaljeet Kaur Dugal	Non- Executive Non - Independent Director
Mr. Sushil Kumar Khowala	Independent Director
Mr. Harsh Kumar Pandey	Independent Director
Mr. Sukant Bari	Independent Director

The profile of all the Directors can be accessed on the Company''s website at www.rsdfinancelimited.com/companyprofile.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such authority.

The Board was duly constituted in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

There were no changes in the Board of Directors of the Company during the year.

Retirement by rotation Mrs. Kawaljeet Kaur Dugal

In accordance with the provisions of Section 152 of the Companies Act, 2013, Regulation 36 of the Listing Regulations and the Company''s Articles of Association, Mrs. Kawaljeet Kaur Dugal (DIN - 00052100), retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

The brief resume/details relating to Director who is to be reappointed is furnished in the Notice of the ensuing AGM.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation recommends her reappointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Code of Conduct for Directors and Employees

The Company has adopted a Code of Conduct for its Directors and employees including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said Codes can be accessed on the Company''s website at www.rsdfinancelimited.com.

19. MEETINGS OF THE BOARD

During the year five meetings of the Board were held during the year under review. For

details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

20. KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company as on 31 March 2023:

1. Mr. Rajeev Singh Dugal - Managing Director

2. Mr. Ravi Joshi - Chief Financial Officer

3. Mr. Aditya Srivastava - Company Secretary and Compliance Officer

21. INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, confirming that they fulfill the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

22. FAMILARISATION PROGRAMME

In order to encourage active participation from the Independent Directors and also to enable them to understand the business environment of the Company in depth and to assist them in performing their role as Independent Directors of the Company, Familiarization Programmes for the Independent Directors have been adopted.

Once appointed, the Independent Directors undergo the Familiarization Programme of the Company wherein the necessary information and relevant documents in respect to the industry, the regulatory environment in which the Company operates and the Annual Reports of past financial years are provided to them. The Managing Director of the Company also has a one to one discussion with the newly appointed Director to familiarize him with the Company''s culture.

Pursuant to Regulation 46 of the Listing Regulations, the details of the Familiarization program of the Independent Directors are available on the website of the Company at www.rsdfinancelimited.com/investorrelations/c odes&policies (Path)

23. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors of the Company without the presence of the Executive Directors and the Management representatives was held on March 22, 2023, as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25 (3) of the SEBI LODR. At the said meeting, the Independent Directors inter alia, reviewed and discussed:

- Performance of Non-Independent Directors and the Board of Directors as a whole.

- Performance of the Chairman of the Company.

- assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company attended the Meetings of Independent Directors. The Independent Directors expressed their satisfaction to the desired level on the governance of the Board.

24. BOARD AND ITS COMMITTEES

Board Committees

The following are the Board Committees during

the Financial Year 2022-23:

1. Audit Committee;

2. Nominations & Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Risk Management Committee and

All recommendations made by the committees were approved by the Board. The composition of each of the above Committees, their respective roles, attendance and responsibilities are provided in detail in the Corporate Governance Report

25. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2023, the Board of Directors hereby confirms that:

(a) in the preparation of Annual Accounts for the financial year ended March 31, 2023, the applicable Ind AS have been followed and there are no material departures from the same;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2023 and of the profit and loss of the Company for the year ended on that day;

(d) the Annual Accounts for the year ended 31st March, 2023 have been prepared on a "going concern" basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Further, there are no qualifications, reservations or adverse remarks made by the Statutory Auditors/ Secretarial Auditors in their respective reports.

26. BOARD EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, the Nomination and Remuneration Committee and the Board of Directors have formulated a policy for performance evaluation of its own performance, of various mandatory Committees of the Board and of the individual Directors.

In terms of the provisions of Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, 2015 and Section 178 of the Companies Act, 2013, the performance evaluation process of all the Independent and Non-Independent Directors of the Company was carried out by the Nomination and Remuneration Committee.

Further, in terms of Regulations 17(10) of the SEBI Listing Regulations, 2015 and Schedule IV of the Companies Act, 2013, the Board of Directors carried out the performance

evaluation of the Independent Directors (excluding the Director being evaluated), its own performance and that of its Committees.

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance through structured questionnaire. The entire performance evaluation process was completed to the satisfaction of Board.

Independent Directors in their separate meeting held on March 22, 2023 under Regulation 25(4) of the SEBI Listing Regulations, 2015 and Schedule IV of the Companies Act, 2013 had:

(i) reviewed the performance of NonIndependent Directors and the Board as a whole;

(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of executive and nonexecutive Directors; and

(iii) assessed the quality, quantity and timelines of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

The Board of Directors has expressed its satisfaction on the functioning and performance of Board and Committees and the performance of individual directors. It emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed to the collective wisdom of the Board, keeping in mind his/her own background and experience. There was active participation and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner. The Directors even expressed their satisfaction with the evaluation

process.

27. INTERNAL FINANCIAL CONTROLS

The internal audit is entrusted to M/s. Heerwal & Associates, a reputed firm of Chartered Accountants. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies of the Company and its subsidiaries. It also imparts guidance and constructive suggestions for improvement of the audit function in the Company.

The Audit Committee of the Board of Directors, comprising of independent directors regularly reviews the audit plans, significant audit findings, adequacy of internal controls, compliance with accounting standards as well as reasons for changes in accounting policies and practices, if any.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Act forms part of the Audit Report.

28. INTERNAL CONTROL SYSTEMS

are designed to ensure reliability of financial reporting, timely feedback on achievement of goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Your Directors confirm that during the year under review, there were no reportable material weaknesses in the present systems or operations of internal controls.

29. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The Company is a non-banking financial Company and is also involved in job work activities. The Company''s activity involves very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption.

However, efforts are made to further reduce energy consumption. The Company did not have any foreign exchange earnings and expenditures during the year.

30. RELATED PARTY TRANSACTION

All Related Party Transactions entered into by your Company during the financial year were on arm''s length basis and were in the ordinary course of business and in compliance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Indian Accounting Standards on "Related Party Disclosure (Ind AS-24)."

There were no materially significant transactions made by the company with promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the company at large. There were no contracts or

arrangements entered into with related parties during the year to be disclosed under sections 188(1) and 134(h) of the Act in form AOC-2. All transactions with related parties were placed before the audit committee for prior approval at the beginning of the financial year. The transactions entered into pursuant to the approval so granted were placed before the audit committee for its review on a quarterly basis. None of the directors has any pecuniary relationship or transaction vis-a-vis the company

Form AOC-2 forms part of the report as "Annexure - B".

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 28 to the Standalone Financial Statement of the Company. The Company in terms of Regulation 23 of the Listing Regulations submits within 15 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the specified format to the stock exchanges. The said disclosures can be accessed on the website of the Company at

https://www.rsdfinancelimited.com/investorrela

tions/stock-exchange-disclosures.

The Board has approved and adopted the Policy on Related Party Transactions and the same is uploaded on the Company''s website -www.rsdfinancelimited.com/InvestorRelations/ Codes/Policies

31. RISK MANAGEMENT

Pursuant to Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy. The policy provides for identification, assessment and control of risks that in the opinion of the Board may threaten the existence of the Company. The above policy is being reviewed/re-visited at such other intervals as deemed necessary for modifications and revisions, if any.

32. DISCLOSURES OF TRANSACTIONS

OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/PROMOTER

GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTED ENTITY, IN THE FORMAT PRESCRIBED IN THE RELEVANT ACCOUNTING STANDARDS FOR ANNUAL RESULTS.

Rajeev Singh Dugal and Rajeev Singh Dugal Trust hold 10% or more shares in the Company. The details of transactions with promoter/ promoter group holding 10% or more shares have been disclosed in the financial statement which is part of the Annual Report.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee has been constituted by the Board of Directors.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the www.rsdfinance limited.com

The report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure - C" and forms an integral part of the report.

34. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a Vigil Mechanism/Whistle Blower Policy which is approved and adopted by the Board of Directors of the Company.

The Policy provides a framework to promote responsible and secured reporting of unethical behavior, actual or suspected fraud, violation of applicable laws and regulations, financial irregularities, abuse of authority, etc. by Directors, employees and the management. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at www.rsdfinancelimited.com.

The Company endeavors to provide complete protection to the Whistle Blowers against any unfair practices. It is affirmed that no personnel of the Company has been denied access to the Audit Committee and no case was reported under this policy during the year.

35. COMPANY''S POLICY ON

APPOINTMENT AND

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination & Remuneration Policy of the Company aims to attract, retain and motivate qualified personnel of the Company and seeks to employ people who not only fulfill the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company.

The Company pays remuneration to Independent Directors by way of sitting fees and Executive Non-Independent Directors of your Company do not accept any sitting fees. Remuneration to Directors is paid within the limits as prescribed under the Companies Act, 2013 and the limits as approved by the Members of the Company, from time to time. There have been no changes in the said policy during the financial year. The policy is available on the Company''s website at www.rsdfinancelimited.com/investor relations/codes/policies (path) and is also annexed and forms part of the report as "Annexure - D"

Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and forms part of this Report.

36. AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditors & their Reports

The Shareholders of the Company at the 59th Annual General Meeting of the Company held on September 30, 2022, approved the reappointment of M/s. Prasad Kumar & Co., Chartered Accountants, Jamshedpur, bearing Registration No. 008816C, as the Statutory Auditors of the Company to hold office for a second term commencing from the conclusion of the 59^th Annual General Meeting till the conclusion of the 64^th Annual General Meeting

of the Company to be held in the year 2027, at a remuneration as may be mutually decided between the Board of Directors and M/s. Prasad Kumar & Co., from time to time .

The Company has received the written consent(s) and certificate(s) of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s Prasad Kumar & Co for their reappointment.

The report of the Statutory Auditor forms part of the Annual Report 2022- 23. The said report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors did not report any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

Secretarial Auditor & their Reports

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. Sital Prasad Swain, Company Secretary in practice (Membership No. F6338 & CP No. 6814) to conduct the Secretarial Audit for the FY 202223.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Companies Act, 2013, Rules, Listing Regulations and Guidelines and that there were no deviations or non-compliances. The Secretarial Audit Report certified by the Secretarial Auditors, in the specified form MR-3 is annexed herewith and forms part of this report.

thereto in the prescribed Form No. MR-3 is attached as Annexure - E, E(I) and E(II) forming part of this Report. The same are also available on the website of the Company.

The Secretarial Audit Report of your Company and its unlisted material subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.

Furthermore, the Secretarial Auditor, Mr. Sital Prasad Swain, Practicing Company Secretaries, has also certified the compliance as per Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 and same has been intimated to the stock exchanges within the stipulated time and there stood no qualification reported by the Secretarial Auditor.

Mr. Sital Prasad Swain has certified that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as director of Companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The said certificate is appended to the Board''s Report and should also form a part of the Corporate Governance Report of the Board as required under the SEBI Listing Regulations.

Further, the Board of Directors of the Company has re-appointed Mr. Sital Prasad Swain to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Company has received a written consent from him that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

Cost Auditors

37. PARTICULARS OF EMPLOYEES

In accordance with section 136 of the Act, the report and accounts are being sent to the members and others entitled thereto. The statement prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection. If any member is interested in obtaining a copy, such member may send an e-mail to the company secretary in this regard.

38. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Details of loans, guarantees and investments covered under Section 186 of the Act are provided in Note 5 and 6 forming part of Financial Statements.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading for its Designated Persons in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down Guidelines which advise the insiders on procedures to be followed and disclosures to be made, while dealing with the shares of the Company, and cautioning them of the consequences of violations. The Code requires pre- clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in

relation to the Company and during the period when the Trading Window is closed. The Board of Directors of the company in its meeting held on 29^th May, 2023 amended the "Internal Code of Practices and Procedures for Prevention of Insider Trading" to incorporate the recent changes in the regulation.

The Company has also adopted ''Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information'' in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. This Code aims to set forth a framework and policy for fair disclosure of events and occurrences that could resolutely impact price of the Company''s securities. The Company endeavors to preserve the confidentiality of un-published price sensitive information and to prevent misuse of such information.

Further, as required under the regulations, Company is maintaining a structured Digital database [SDD].

The codes can be accessed at: www.rsdfinancelimited.com

All the Board of Directors and designated employees have confirmed compliance with the Code.

40. NUMBER OF BOARD MEETINGS

During the year under review, five Board Meetings were convened and held on May 30, 2022, August 14, 2022, November 14, 2022, February 14, 2023 & February 28, 2023, the details of which are given in the Corporate Governance Report which is forming part of this Annual Report.

41. ANNUAL RETURN

The annual return of the company is also available on the company''s website at www.rsdfinancelimited.com and is available at

the link

www.rsdfinancelimited.com/investorrelations/a

nnualreturn

42. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

43. CORPORATE GOVERNANCE

(i) Report on the Corporate Governance;

(ii) Declaration regarding compliance to Code of Conduct by Board Members and Senior Management Personnel;

(iii) A certificate from a Practicing Company Secretary that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority;

(iv) the Certificate duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2023 as submitted to the Board of Directors at their meeting held on May 29 2023 and

(v) Auditors'' Certificate regarding compliance of conditions of Corporate Governance

44. SECRETARIAL STANDARDS

During the Financial Year 2022-23, the Company has complied with all the relevant provisions of Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings (SS1 and SS2).

45. RBI REGULATIONS

The Company has complied with the applicable regulations of RBI.

46. RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

47. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

48. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee under Section 143 (12) of Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Board''s Report.

49. APPLICATION/PROCEEDING PENDING UNDER IBC:

None of the application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year

50. HUMAN RESOURCES

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of the Company and the group fully identify with the Company''s and the groups vision and business goals.

51. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace and constituted the Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint under the said policy. Web link for the policy in the website is

www.rsdfinancelimited.com/codes-policies.

52. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these

items during the year under review:

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

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

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) Business Sustainability and Responsibility Report is not applicable on the Company.

e) Formation of Dividend Distribution Policy is not applicable on the Company.

f) Your Company has not raised funds through preferential allotment or qualified institutions placement as per Regulation 32(7A) of the Listing Regulations.

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

Place: Jamshedpur Date: 24.08.2023

53. APPRECIATION

Your Directors would like to acknowledge the role of all its stakeholders'' viz., shareholders, bankers, lenders, borrowers and all others for their continued support to your Company and the confidence and faith that they have always reposed in your Company.

Your Directors acknowledge and appreciate the guidance and support extended by all the Regulatory authorities including Securities Exchange Board of India (SEBI), Reserve Bank of India (RBI), Ministry of Corporate Affairs (MCA), Registrar of Companies, Kolkata (ROC), the Stock Exchanges and the NSDL and CDSL.

We value the professionalism of all the employees who have proved themselves in a challenging environment and whose efforts have stood the Company in good stead and taken it to present level.

For and on behalf of the Board

Sd/- Sd/-

Rajeev Singh Dugal Upneet Dugal

Managing Director Director

DIN: 00052037 DIN: 07680726

Mar 31, 2018

To,

The Members RSD Finance Limited

The Directors have pleasure in presenting their Fifty- Fifth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone as well as Consolidated) for the year ended March 31, 2018.

1. KEY FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company on a standalone and consolidated basis are as follows:

(AMT. IN RUPEES)

	STANDALONE		CONSOLIDATED
PARTICULARS	Year Ended March 31, 2018	Year Ended March 31, 2017	Year Ended March 31, 2018	Year Ended March 31, 2017
Revenue from Operations	2,81,27,201	6,66,44,333	38,17,43,474	39,18,28,138
Other Income	4,15,41,434	75,89,107	8,57,66,023	3,72,89,489
Total Revenue	6,96,68,635	7,42,33,440	46,75,09,497	42,91,17,627
Total Expenses	3,56,13,908	2,22,70,854	41,20,35,980	29,23,60,419
Profit for the year before tax	3,40,54,727	5,19,62,586	5,54,73,517	13,67,57,208
Add : Extraordinary Items	-	-	1,15,61,393	-
Less: Provision for Taxation
Current Tax	65,88,024	92,30,949	1,80,50,278	2,61,79,435
Deferred Tax	(1,00,003)	61,558	(16,71,790)	40,99,942
Less: Minority Interest	-	-	34,97,882	63,86,344
Profit during the year	2,75,66,706	4,26,70,079	4,71,58,540	10,00,91,487
Add: Profit B/F from previous Year	26,73,60,377	23,34,12,071	42,04,41,160	3,36,097,390
Sub Total	29,49,27,083	27,60,82,150	46,75,99,700	43,61,88,877
Less: P/L Appropriation	8,34,704	1,87,756	9,53,602	3,83,170
Less: Transferred to Statutory Reserve	55,13,341	85,34,016	55,13,341	85,34,016
Less: Proposed Dividend including DDT	-	-	65,47,452	68,30,531
Balance C/f to Balance Sheet	28,85,79,038	26,73,60,377	46,11,32,757	42,04,41,160

2. NATURE OF BUSINESS

Your Company is in existence for more than five decades. The Company is a Non-Banking Financial Company which falls within the category of "Non-Banking Finance Company

- Non-Systemically Important Non-Deposit taking Company". It is registered with the RBI as a non - deposit taking NBFC under section 45 IA of the RBI Act, 1934.

As part of our business activities, we are predominantly focused into Investing Funds into capital market as well as in money market. We also provide Job Work services.

There have been no changes in the nature of the business of the Company during the year under review.

3. BUSINESS PERFORMANCE REVIEW

The Financial Year 2017-18 has been a challenging one due to volatile market conditions. Your company continued its journey towards a sustainable and balanced growth.

The revenue from job work services increased to ''118.65 lakhs compared to ''69.79 lakhs in the previous financial year whereas the interest income is ''162.63 lakhs compared to ''596.65 lakhs in the previous financial year.

Revenue from other sources increased to ''415.41 lakhs compared to ''75.89 lakhs in the previous financial year.

However, this financial year is characterized by impact of Non-Performing Asset. The Company is experiencing difficulties in collection of the interest and principal receivable from customers.

The profitability of the Company has been impacted by provisioning of substandard assets of ''66.18 lakhs. Further our wholly owned subsidiary, Precision Automotive Pvt

Ltd, sold one of its operational plant during the year. However, the key factor driving the Company financial performance during the financial year was successful commencement of Heat Treatment operations by SIGMA HTS LLP, a sit-down subsidiary of the Company.

There is a minor decline of 2.57% in the Consolidated Revenue from operations for the Financial Year 2017-18 as it decreased to Rs,3817.43 lakhs compared with Rs,3918.28 in the Previous Year.

On a Standalone basis, the Profit before Tax for the year stood at Rs,340.55 lakhs as compared to Rs,519.62 lakhs in the Previous Year. The Profit after Tax is Rs,275.66 Lakhs as compared to the profit of Rs,426.70 lakhs in the previous year.

On a Consolidated basis, the Profit before Tax and Extraordinary items for the Financial Year stood at Rs,554.74 lakhs compared with Rs,1367.57 lakhs in Previous Year. The Profit after Tax is Rs,471.59 lakhs as compared to the profit of Rs,1000.91 lakhs in the previous year.

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial Year and the date of this report.

4. FUTURE PROSPECTS

With the Indian economy poised for its next wave of growth under the reforms being unleashed, there lays tremendous opportunity for growth in the market.

The Company intends to continue focusing on capital market activities including trading in securities and carrying of job work activities and is looking forward for a sustainable growth in the coming years which would enhance the shareholdersâ value.

The Company is hopeful of making full use of the growth opportunities available to it.

5. DIVIDEND

Your Directorâs regret for not recommending any Dividend on Equity Shares and has decided to retain the profits for future investments and to strengthen the business of the Company.

6. RESERVES

The Company proposes to transfer ''55.13 lakhs to the statutory reserves and an amount of ''2885.79 lakhs is proposed to be retained in the P/L account during the Financial Year 2017-18.

7. SHARE CAPITAL

The Equity shares of the Company are listed on the Bombay Stock Exchange (BSE) and the Calcutta Stock Exchange (CSE). The paid up Equity Share Capital as on March 31, 2018 was Rs,6.47 crores. During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companyâs financial position have occurred between the end of the financial year of the Company and date of this report.

9. PUBLIC DEPOSIT

During the year under review, your Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as âDepositsâ in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

10. FINANCIAL LIQUIDITY

The Companyâs cash and cash equivalents as on March 31, 2018 is ''34.96 lakhs compared to ''112.73 lakhs as on March 31, 2017. The Company continues to focus on judicious management of its working capital. Receivables and other working capital parameters were kept under strict check through continuous monitoring.

11. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2017-18 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company and its subsidiary companies, as approved by the respective Board of Directors.

The Consolidated Financial Statements form part of the Annual Report and reflect the operations of Precision Automotive Private Limited, SRP Oil Private Limited and Sigma HTS LLP.

No new subsidiary was added and no Company has ceased to be a RSD Finance Limited subsidiary during FY 2017-18.

Further, the annual accounts, annual reports and the related detailed information on all the Subsidiary Companies shall be made available to the Shareholders of the Company and the Shareholders of the subsidiaries seeking such information at any point of time. In accordance with Section 136 of the Act, the audited annual financial statements including consolidated financial statements and audited accounts of the Subsidiary Companies are displayed on the website of the Company at www.rsdfinancelimited.com and shall be kept at the Registered Office of the Company, at the Corporate Office at Jamshedpur and at the Registered Office of the Subsidiary Companies for inspection by any Shareholder during business hours on all days except Saturdays, Sundays and Public Holidays.

Further, the Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). The Policy, as approved by the Board, is uploaded on the Companyâs website

www.rsdfinancelimited.com/InvestorRelation s/Codes/Polices (path)

12. PERFORMANCE OF SUBSIDIARIES

i) S R P OIL PRIVATE LIMITED

The Company continues to holds 52.55% shares in SRP Oil Private Limited. SRP is a material un-listed subsidiary Company of RSD Finance Limited as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. It is engaged in the business of Hotel Industries. It is carrying business in the brand name of âThe Alcor Hotelâ in Jamshedpur, Jharkhand.

Net revenue of SRP Oil increased to ''1830.98 lakhs in the Financial Year 2017-18 compared to ''1466.77 lakhs in the previous year -registering a 24.83% increase. The net profit before tax was ''373.31 lakhs during the FY 2017-18 compared to ''196.28 lakhs in the previous year.

ii) PRECISION AUTOMOTIVE PRIVATE LIMITED (PAPL)

Precision Automotive Private Limited continues to be a wholly owned material subsidiary Company of RSD Finance Limited. It is engaged in the business of Manufacturing, Buying and Re-selling of Auto Components. The Company is also earning financial income by way of investment activity in various financial instruments and engaged in generation and transmission of solar energy.

The Company has recently closed down its operations in one of its factories situated at Plot No. C-12, Phase - II, Adityapur Industrial Area, Jamshedpur - 832109 and has relinquished its leasehold rights along with transferring all shed, civil structures, electrical installations and other immovable assets.

The revenue from operations of PAPL was ''816.22 lakhs in the Financial Year compared to ''2105.07 lakhs in the previous year. The net profit before tax during the period was ''336.44 lakhs as compared to a profit of ''651.55 lakhs in the previous year.

iii) SIGMA HTS LLP

SIGMA HTS is a Limited Liability Partnership of which 65% stake is held by Precision Automotive Pvt. Ltd., the wholly owned subsidiary of your Company. Sigma HTS LLP deals with heat treatment solutions and is comparatively a new entity which has been set up.

It has started its operations during the financial year giving total revenue of ''1353.27 lakhs. However the LLP has incurred a loss of ''314.48 lakhs due to depreciation amounting to ''437.19 lakhs. Whereas, overall the LLP has earned a cash profit of ''122.71 lakhs.

Further, during the year Sigma HTS has been awarded as the Emerging Supplier of the Year Award and also the Kaizan Award from

Timken India Limited.

The Company does not have any associate or joint venture Companies. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial position of the above mentioned subsidiary Companies in Form AOC-1 is attached as âAnnexure - 1â and forms a part of this Report.

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

There have been no material changes in the nature of the business of the subsidiaries during the financial year 2017-18.

13. LISTING

The Equity Shares of the Company continue to be listed on the Bombay Stock Exchange (BSE) and the Calcutta Stock Exchange Limited (CSE). The Shares of the Company was first traded on the Bombay Stock Exchange on September 13, 2017. The scrip code number of the Equity Shares of the Company on BSE is 539875 and on CSE is 28123 respectively.

The Annual Listing Fee for the Financial Year 2018-19 has been duly paid within the stipulated time to both the Stock Exchanges.

14. DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companyâs Articles of Association, Ms. Upneet Dugal (DIN - 07680726), Director of the Company, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers herself for reappointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation recommends her re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Ms. Anureet Kaur (DIN - 07136456) resigned from her office as a Director on June 14, 2017. The Board places on record its sincere appreciation for the services rendered by Ms. Anureet Kaur during her tenure as Director of the Company.

The Board of Directors has appointed Mr. Jayesh Taunk (DIN: 07936303) as an Additional Non - Executive Independent Director of the Company on September 12, 2017. In terms of Section 161 of the Companies Act, 2013, Mr. Jayesh Taunk holds office up to the date of ensuing Annual General Meeting. The Board recommends the appointment of Mr. Jayesh Taunk as a Non -Executive Independent Director of the Company.

The first term of office of Mr. Sushil Kumar Khowala (DIN - 00224587) as Independent Directors, will complete on 29th September, 2018. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee and based on report of performance evaluation, has recommended re-appointment of Mr. Sushil Kumar Khowala as an Independent Director for a second term of 5 (five) consecutive years on the Board of the Company.

Profile and other information of the aforesaid Directors, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 forms part of the notice convening the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

All the directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Further, all the Directors, Key Managerial Personnel and senior management of the Company have affirmed compliance with the code of conduct applicable to the Directors and employees of the Company and a declaration in this regard made by the Managing Director is attached which forms a part of this report of Directors. The Code of Conduct is available on the Companyâs website www.rsdfinancelimited.com

15. KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel (KMP) of the Company, pursuant to the provisions of the Company Act, 2013 as on the date of this report:

1. Mr. Rajeev Singh Dugal - Managing Director

2. Mr. Rechan Chhabra - Chief Financial Officer

3. Ms. Puja Choudhary - Company Secretary and Compliance Officer

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, confirming that they fulfill the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors had, in accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, met separately and discussed and reviewed, inter alia, the performance of Non Independent Directors and the Board as a whole after taking into consideration the views of Executive and Non- Executive Directors.

18. BOARD AND ITS COMMITTEES BOARD MEETINGS

The Board met six times during the financial year. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Regulation, 2015. The details of dates of meetings held by the Board and its Committees, attendance of Directors, etc. is given separately in the Report of Corporate Governance which forms part of the report.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of following Independent Directors:

1. Mr. Malkeet Singh Saini

2. Mr. Sushil Kumar Khowala

3. Mr. Jayesh Taunk

C. Stakeholder''s Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors:

1. Mr. Sushil Kumar Khowala

2. Mr. Rajeev Singh Dugal

3. Mr. Malkeet Singh Saini

D. Corporate Social Responsibility (CSR) Committee

The CSR Committee comprises of following Directors:

1. Mr. Rajeev Singh Dugal

2. Ms. Upneet Dugal

3. Mr. Sushil Kumar Khowala

E. Risk Management Committee

The Risk Management Committee comprises of following Directors:

1. Mr. Malkeet Singh Saini

2. Mr. Sushil Kumar Khowala

3. Ms. Upneet Dugal

The details of the Committees along with the number of meetings and attendance at the meetings are provided in the Corporate Governance Report which forms a part of this report.

19. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies

Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2018, the Board of Directors hereby confirms that:

(a) in the preparation of Annual Accounts for the financial year ended March 31, 2018, the applicable Accounting Standard have been followed and there are no material departures from the same;

(b) such accounting policies have been selected and applied consistently and the Directors 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, 2018 and of the profits of the Company for the year ended on that date;

(c) proper and sufficient care have been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the Annual Accounts have been prepared on a going concern basis;

(e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and were operating effectively.

20. BOARD EVALUATION

The Board of Directors of the Company carried out annual evaluation of its own performance, of the Committees of the Board and individual Directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The evaluation was conducted on the basis of a structured questionnaire which was prepared taking into consideration various aspects such as board structure and composition, degree of fulfillment of key responsibilities, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings.

The Managing Director was evaluated on key aspects of his role, including setting the strategic agenda of the Board

Meeting, encouraging active engagement by all Board members and motivating and providing guidance to the Management. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The feedback received from the Directors was discussed and reviewed by the Independent Directors at their annual separate Meeting held on 14th March, 2018 and also shared with the Board. At the separate annual Meeting of Independent Directors, performance of Non-independent Directors and the Board as a whole and various Committees was discussed. The performance of the individual Directors, including Independent Directors, performance and role of the Board/Committees was also discussed at the Board Meeting held on 20th March, 2018.

The Board of Directors has expressed its satisfaction on functioning and performance of Board and Committees and the performance of individual directors. They expressed their satisfaction with the evaluation process.

21. INTERNAL FINANCIAL CONTROLS

The internal audit is entrusted to M/s. Heerwal & Associates, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. It also imparts guidance and constructive suggestions for improvement of the audit function in the Company.

22. INTERNAL CONTROL SYSTEMS

Adequate internal control systems commensurate with the nature of the Companyâs business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

Your Directors confirm that during the year under review, there were no reportable material weaknesses in the present systems or operations of internal controls.

23. COMPLIANCE WITH NBFC REGULATIONS

The Company has complied with all the regulatory provisions of the Reserve Bank of India applicable to Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company.

24. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

The Company being a non-banking finance Company and not involved in any industrial

or manufacturing activities, the Companyâs activities involve very low energy consumption and has no particulars to report regarding conservation of energy and technology absorption. However, efforts are made to further reduce energy consumption.

The Company did not have any foreign exchange earnings.

25. RELATED PARTY TRANSACTION

All Related Party Transactions entered into by your Company during the financial year were on armâs length basis and were in the ordinary course of business and in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Omnibus approval was obtained for transactions which were of repetitive nature. A statement giving details of all Related Party Transactions entered into pursuant to omnibus approval are placed before the Audit Committee for review and approval on a quarterly basis.

The Board has approved and adopted the Policy on Related Party Transactions and the same is uploaded on the Companyâs website -www.rsdfinancelimited.com/InvestorRelation s/Codes/Policies (path)

No materially significant related party transactions were made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act along with the justification for entering into such contract or arrangement in Form AOC-2 forms part of the report as âAnnexure - 2â.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company save and except the payment of sitting fees to Independent Directors and the remuneration given to executive directors. For details of the transactions with Related Party refer to the note 21 to the financial statements.

26. RISK MANAGEMENT POLICY

The Board of Directors has adopted a risk management policy for the Company which provides for identification, assessment and control of risks that in the opinion of the Board may threaten the existence of the Company. The above policy is being reviewed/re-visited once a year or at such other intervals as deemed necessary for modifications and revisions, if any.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social

Responsibility (CSR) Committee has been constituted by the Board of Directors.

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Companyâs website at the www.rsdfinancelimited.com

The report on the CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as âAnnexure - 3â and forms an integral part of the report.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The employees are free to report violations of applicable laws and regulations and the Code of Conduct.

The policy provides for a formal mechanism for all the directors and the employees to report to the Management their genuine concerns or grievances about unethical behavior, actual or suspected fraud and any violation of the Companyâs Code of Business Conduct and Ethics policy.

The Company has selected a Nodal officer to whom disclosures are to be made. The Policy is available on the Companyâs Website www.rsdfinancelimited.com

29. POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Board has, on recommendation of the Nomination and Remuneration Committee, formulated a policy for selection and appointment of Directors, senior management and their remuneration. There have been no changes in the said policy during the financial year. The policy is available on the Companyâs website at www.rsdfinancelimited.com/investor relations/codes/policies (path) and is also annexed and forms part of the report as âAnnexure - 4â

30. AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

Observations of statutory auditors on financial statements for the year ended March 31,2018:

The Report given by M/s. Prasad Kumar & Co., Chartered Accountants on the financial statements of the Company for the year 201718 is part of the Annual Report. In terms of Section 134(2) and 134(3)(ca) of the Act, your Directors are pleased to inform that there are no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors of the Company in their audit report for the Financial Year 2017-18.

Secretarial Audit report for the year ended March 31,2018:

The Secretarial Audit was carried out by Mr. Sital Prasad Swain, Practicing Company Secretary (Membership No. F6338 & CP No

- 6814) for the financial year 2017-18. The report in Form âAnnexure -5â forms part to this report. In terms of Section 134(3)(f) of the Act, your Directors are pleased to inform that there are no qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditors of the Company in their audit report for the Financial Year 2017-18.

STATUTORY AUDITORS APPOINTMENT

As per Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the Members of the Company in its 54^th Annual General Meeting held on 08^th September, 2017 approved the appointment of M/s. Prasad Kumar & Co., Chartered Accountants (ICAI Reg. No. 008816C), as the Statutory Auditor of the Company for five consecutive financial years from 2017-18 to 2021-22, subject to ratification of their appointment at every subsequent AGM, if required under the Act. The Ministry of Corporate Affairs has through the Companies (Amendment) Act, 2017, notified certain amendments to the Companies Act, 2013. Accordingly, the provisions relating to the requirement of seeking approval of the Members for ratification of appointment of Statutory Auditors at every AGM has been omitted with effect from 7th May, 2018, and is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not include any Resolution for ratification of appointment of the Statutory Auditors of the Company.

Further please note that the Statutory Auditors, M/s. Prasad Kumar & Co. have given their consent to continue as the Statutory Auditors and a declaration that they are not disqualified from continuing as Auditors of the Company.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and the rules framed thereunder, the Audit Committee recommended and the Board of Directors appointed Mr. Sital Prasad Swain, Practicing Company Secretary (Membership No. F6338 & CP No - 6814) as the Secretarial Auditor of the Company in relation to the Financial Year 2018-19.

The Company has received a written consent from Mr. Sital Prasad Swain that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

COST AUDITORS

Being a Non-Banking Financial Company, the provisions of Section 148(1) of the Act with regard to the maintenance of cost records are not applicable to the Company.

31. PARTICULARS OF EMPLOYEES

Disclosure required in respect of employees of the Company, in terms of provisions of Sec 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is provided in the âAnnexure - 6â and forms part of this report.

The Managing Director of the Company receives consultancy fees for services rendered in professional capacity from the Companyâs subsidiary SRP Oil Pvt. Ltd.

Pursuant to Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment of Managerial Personnel) Rules, 2014 no employee, employed throughout the financial year, has drawn a remuneration of more than ''1.02 crores per annum and no employee, employed for part of the financial year, has drawn a remuneration of more than ''8.5 lakh per month.

32. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company, being a non-banking finance Company registered with the Reserve Bank of India is exempt from complying with the provisions of section 186 of the Companies Act, 2013,

33. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading for its Designated Persons in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down Guidelines, which advise the insiders on procedures to be followed and disclosures to be made, while dealing with the shares of the Company, and cautioning them of the consequences of violations. The Code requires pre- clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

The code of conduct for Prevention of Insider Trading is posted on the website of the Company and can be accessed at: www.rsdfinancelimited.com

All the Board of Directors and designated employees have confirmed compliance with the Code.

34. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Act is attached as âAnnexure - 7â and which forms part of this Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

36. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India (âSEBIâ).

The detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

37. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to

âMeetings of the Board of Directorsâ and

âGeneral Meetings, respectively, have been duly followed by the Company.

38. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

Your Directors confirm that there are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

39. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act

40. HUMAN RESOURCES

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of the Company and the group fully identify with the Companyâs and the groups vision and business goals.

41. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has zero tolerance for sexual harassment at workplace. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace and constituted the Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

42. GENERAL

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

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

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

3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. Business Responsibility Report is not applicable on the Company.

5. Formation of Dividend Distribution Policy is not applicable on the Company.

43. APPRECIATION

Your Directors would like to acknowledge the role of all its stakeholdersâ viz., shareholders, bankers, lenders, borrowers and all others for their continued support to your Company and the confidence and faith that they have always reposed in your Company.

Your Directors acknowledge and appreciate the guidance and support extended by all the Regulatory authorities including Securities Exchange Board of India (SEBI), Reserve Bank of India (RBI), Ministry of Corporate Affairs (MCA), Registrar of Companies, Kolkata (ROC), the Stock Exchanges and the NSDL and CDSL.

We value the professionalism of all the employees who have proved themselves in a challenging environment and whose efforts have stood the Company in good stead and taken it to present level.

For and on behalf of the Board of Directors

sd/-

Rajeev Singh Dngal

Managing Director DIN - 00052037

Sd/-

Sushil Kumar Khowala

Director DIN - 00224539

Place: Jamshedpur

Date: August 14, 2018

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