Rapid Investments Ltd Directors Report

To,

The Members,

The Directors of your company have pleasure in presenting to you the 46^th Annual Report together with the Audited Statements of Accounts for the year ended on 31^st March, 2024.

FINANCIAL RESULTS

(Amount in Rupees)

Particulars	Current Year	Previous Year
	2023-2024	2022-23
Income from Operations & Other income	1,94,51,886	35,98,687
Less: Total Expenses	1,69,24,595	30,06,512
Profit before Depreciation and Taxes	25,27,291	5,92,175
Less: Depreciation	29,410	42,006
Profit before tax	24,97,881	5,50,169
Less: Current Tax	5,10,000	2,93,900
Less: Income Tax Adjustment of earlier Years	0	(1,00,650)
Less: Deferred tax (credit)	(49,610)	11,074
Profit after Tax	4,60,390	3,45,845
Add: Balance brought forward	70,90,501	67,45,527
Less: Proposed Equity Dividend	-	-
Less: Tax on Proposed Dividend	-	-
Less: Transfer to Statutory Reserve u/s 45IC	4,07,496	87,049
Balance carried to Balance Sheet	71,43,395	70,04,323

OPERATIONS:

The Company has recorded total income of Rs.1,94,51,886/- as compared to Rs. 35,98,687/- for the previous year and a higher Net Profit after tax of Rs. 4,60,390/- for the year as compared to the profits of Rs. 3,45,845/- in the previous year.

FUTURE PROSPECTS:

The Company has got the NBFC license revived from the RBI and hence can start doing the NBFC business again which is good news from the future business prospects. Also, the company has started the financial advisory services and business for mutual investments and loan against property which would help the company to do better in future. Further, the company is also in the process to come up with the rights issue of equity shares which will further bring in more capital into the company enabling company to further boost the current lending business and thereby we expect good growth of the company in the future.

The board of directors is bullish on the financial services business and expects quantum increase in business activity in the coming years.

DIVIDEND:

In order to plough back the entire profits after tax into the business of the company. No dividend was recommended by the board of directors.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2024 was Rs. 1,31,00,000/- during the year under review.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF I AND ITS FUTURE OPERATIONS:

The RBI has restored the NBFC license which was revoked in 2018 on March 23, 2023 after the High Court order dated February 20, 2023. The Company has also got the inprincipal approval from the BSE for the Issue of Equity Shares on Rights basis to their existing shareholders which will enable to raise capital and Net worth of the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The Internal Auditor appointed by the Company viz. Shri. Neel Kumar Jain monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. The Audit Committee of the Board addresses significant issues raised by both the Internal Auditors and Statutory Auditors.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP):

As per the provisions of the Companies Act, 2013, Shri. Kanishk Ranka (DIN: 06967647) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. The necessary resolution for the appointment of Shri. Kanishk Ranka (DIN: 06967647) is also being placed before the members for their consideration at the forthcoming Annual General Meeting

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations and the relevant rules. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and Rules made thereunder and are independent of the Management.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, 6 (Six) Board Meetings and 5 (Five) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

CONSERVATION OF ENERGY:

The Companys operations are not energy-intensive and as such involve low energy consumption. However, adequate measures have been taken to conserve the consumption of energy.

TECHNOLOGY ABSORPTION:

The Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year. However, your company continues to upgrade its technology (computer technology and telecom infrastructure) in ensuring it is connected with its clients across the globe.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there was no foreign exchange earnings or out flow.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

Your Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. People development continues to be a key focus area of the Company. The industrial relations in all the units of the Company remained cordial and peaceful throughout the year.

DIRECTOR RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair

view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large except for the transaction of loan Portfolios between the company and Veritas Buildtech Private Limited and KMP remuneration. The disclosure of material Related Party Transaction in FORM AOC-2 is given in Annexure A to this report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys 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 is responsible for implementation of the Code.

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

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Companys website www.rapidinvestments.co.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25 of the Listing Regulations, 2015, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarize with the Companys procedures and practices. Periodic presentations are made at the Board and Board constituted Committee Meetings pertaining to business and performance updates of the Company, global business environment, business strategies and risks involved. Directors attend training programmes/ conferences on relevant subject matters and keep themselves abreast of the latest corporate, regulatory and industry developments.

STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT

Pursuant to Sections 139, 142 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the said Act and Companies (Audit and Auditors) Rules, 2014 made thereunder and other applicable rules, if any, under the said Act (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Valawat & Associates, Chartered Accountants (Firm Registration No. 03623C) are proposed to be appointed as Statutory Auditors of the Company. They have signified their assent and confirmed their eligibility to be appointed as Auditors in terms of the provisions of Section 141 of the Companies Act, 2013 and Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

The Board on the recommendation of the Audit Committee has resolved to place the proposal of Appointment of M/s. Valawat & Associates, Chartered Accountants (Firm Registration No. 03623C), as Statutory Auditors for a term of Five years i.e. from the conclusion of ensuing AGM until the conclusion of next AGM of the Company to be held in the year 2029-30.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Pankaj & Associates, a firm of Company Secretaries in practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit report of the Company for the financial year ended 31^st March, 2024 in the prescribed form MR-3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B”.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There are no major observations made by the Auditor in the Report except the following:

1. Rule 10 and Rule 20(4)(v) of Companies (Management and Administration) Rules, 2014, which requires the Company to give advertisement for Closure of register of members and to publish the Notice of E-voting, respectively and Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which requires the intimation of Board Meeting to consider and approve the financial results, in at least one vernacular newspaper in the principal vernacular language of the district in which the registered office of the company is situated and at least once in English language in an English Newspaper having a wide circulation in that district, were not complied by the Company. However communication on each matter is done in writing with shareholders holding 99.79% shares.

2. As per requirement of Secretarial Standard on Board meetings (SS-1), & General Meetings (SS-2), the maintenance & preservation of minutes of Board & General Meetings (SS-5) are not strictly followed.

3. As per the requirement of Amendment provisions of Rule 6 of the Companies

(Appointment and qualification of Directors) Rules, 2014, the individuals who have been appointed as an independent director in the company have not applied for inclusion of their name in the Independent Directors Data Bank.

However, the company would ensure in future that all the provisions will be complied to the fullest extent.

EXTRACT OF ANNUAL RETURN:

The Annual Return for FY 2023-24 as per provisions of the Act and Rules thereto, is available on the Companys website at http://www.rapidinvestments.co.in/investor-relations

BUSINESS RISK MANAGEMENT:

Integrated enterprise risk management framework is in existence under which the common prevailing risks in the Company are identified, the risks so identified are reviewed on periodic basis by the Audit Committee and the managements actions to mitigate the risk exposure in a timely manner are assessed.

A risk management policy under the above said enterprise risk management framework as approved by the Board has been adopted by the Company and being reviewed on yearly basis.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed under the Companies Act, 2013.

REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS:

There are no employees covered under these rules and hence the said provision is not applicable.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure C and Annexure D, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Listing Regulations.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers and other Business Associates towards the conduct of the operations of the Company.

For and on behalf of the Board

	SD/-
Place: Mumbai	Nina Ranka
Date: 04.09.2024	Managing director
	DIN:00937698