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Annual Results

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DIRECTORS' REPORT

Rajputana Biodiesel Ltd.

GO
Market Cap. ( ₹ in Cr. ) 170.46 P/BV 7.73 Book Value ( ₹ ) 31.34
52 Week High/Low ( ₹ ) 384/173 FV/ML 10/1000 P/E(X) 28.80
Book Closure EPS ( ₹ ) 8.42 Div Yield (%) 0.00
Year End :2024-03 

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

FINANCIAL PERFORMANCE AND HIGHLIGHTS

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

(Amount in Lakhs)

Particulars

>

Stand

2023-24

alone (FY)

2022-23

Consolidated (FY)

2023-24

Revenue from
operations

5376.91

2340.85

5345.97

Other Income

21.60

13.20

21.53

Total Expense

(4762.93)

2111.28

(4735.60)

Net Profit or Loss
Before exceptional
and extraordinary
items and Tax

628.09

241.59

624.42

Less: Exceptional
Items

(10.18)

(1.17)

(10.20)

Provision for Tax:

Current Tax

155.77

-

155.77

Taxes of earlier year

-

-

Deferred Tax

2.29

68.39

2.24

Net Profit or Loss
After Tax

459.81

173.02

456.17

Earnings Per share

Basic & Diluted

9.31

3.97

9.24

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

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

BUSINESS REVIEW

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

DIVIDEND

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

AMOUNTS TRANSFERRED TO RESERVES

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

DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

a) Holding Company

There is no Holding Company of the Company

b) Subsidiary Company

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

c) Joint Venture/Associates

There is no Joint Venture/ Associates of the Company.

CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

a) Authorised Share Capital

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

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

REPORTING OF FRAUDS BY AUDITORS

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

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

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

ANNUAL RETURN

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

NUMBER OF BOARD MEETINGS

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

Sr. No.

Date of the Board Meeting ^

Attendance

1

19/04/2023

3

2

24/04/2023

3

3

08/06/2023

3

4

27/07/2023

3

5

09/08/2023

4

6

10/08/2023

4

7

14/08/2023

4

8

22/08/2023

4

9

01/09/2023

4

10

04/12/2023

4

11

19/01/2023

4

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

> Mr. Sudeep Soni

> Mr. Tanay Attar

> Mr. Sarthak Soni

> Mrs. Madhuri Surana

AUDITORS AND AUDITORS' REPORT

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

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

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

RISK MANAGEMENT

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

SECRETARIAL STANDARDS

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

DEPOSIT

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

COST AUDIT

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

• the directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company as at March 31, 2024 and of the profit and loss of
the company for that period;

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

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

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

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

UNCLAIMED DIVIDEND

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

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

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

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

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

ESTABLISHMENT OF CSR POLICY AND RELATED DISCLOSURE / COMPLIANCES

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

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

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

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

(b) Formation of Audit Committee (Section 177)

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

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

(e) Undertaking Secretarial Audit (Section 204)

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

, VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

TRADE RELATIONS

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

ACKNOWLEDGMENT

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

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

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

SarthaK&oni l^Rajastfiaiy I Tanft$/Attar

Managing Director „• ,__ Sg>JWhole Time Director

DIN: 07633751 ^ DIN:07633730

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

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

Rajasthan,

Date: 16/09/2024
Place: Jaipur