Rajdarshan Industries Ltd. - AGM Information 2021

RAJDARSHAN INDUSTRIES LIMITED

Regd. Office: 59, Moti Magri Scheme, Udaipur(Raj.)-313001 Phone: 91-294-2427999

E-Mail: [email protected] CIN:L14100RJ1980PLC002145 Website: www.rajdarshanindustrieslimited.com

06[th ] September, 2021

	To Listing Department National Stock Exchange of India Ltd., 5thFloor Exchange Plaza, Bandra Kurla Complex, Bandra (E), MUMBAI- 400 051	To Listing Department The Bombay Stock Exchange Ltd., Rotunda Building, P. J. Towers Dalal Street, MUMBAI- 400 001

Sub: Notice of 40[th] Annual General Meeting

Dear Sir,

Pursuant to Regulation 30 read with Para A of Part A of Schedule III and Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find enclosed herewith, the Notice of the 40[th] Annual General Meeting ("AGM") of the Company scheduled to be held on Thursday, September 30, 2021 at 12.30 P.M. (IST) through Video Conferencing ("VC") /Other Audio-Visual Means ("OAVM").

Notice of the AGM is also available on the website of the Company, viz: www.rajdarshanindustrieslimited.com

Thanking you,

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RAJDARSHAN INDUSTRIES LIMITED

CIN: L14100RJ1980PLC002145

Regd. Office: 59, Moti Magri Scheme, Udaipur 313001, Rajasthan INDIA, Tel. 0294-2427999 Web: www.rajdarshanindustrieslimited.com, Email: [email protected]

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE is hereby given that the FORTIETH (40[th] ) ANNUAL GENERAL MEETING of Rajdarshan Industries Limited will be held on Thursday, September 30, 2021 at 12.30 p.m. IST through Video Conferencing (‘VC’) /Other Audio Visual Means (‘OAVM’), to transact the following businesses. The venue of the meeting shall be deemed to be the Registered Office of the Company at 59, Moti Magri Scheme, Udaipur-313001 (Rajasthan).

Ordinary Business:

To receive consider and adopt:
(a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021, together with the Reports of the Board of Directors and Auditors thereon; and
(b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021 together with the Reports of Auditors thereon;
To appoint a Director in place of Mr. Devendra Sharma (DIN: 00921174), who retires by rotation, and being eligible, offers himself for re-appointment.

Special Business:

3. Re-appointment of Mrs. Aruna Doshi (DIN: 00949220) as Whole Time Director of the Company: To consider and if thought fit, to pass with or without modification(s), the following resolution as Special Resolution

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee of the Company, the consent of members be and is hereby accorded for the re-appointment of Mrs. Aruna Doshi (DIN: 00949220) as Whole-time Director of the Company for a period of three years with effect from April 01, 2021 to March 31, 2024, liable to retire by rotation, upon the terms and conditions set out in the Statement annexed to the Notice convening this Meeting, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year, with the liberty to the Board of Directors to alter, vary and modify the terms and conditions of the said re-appointment and/or remuneration, in such manner as may be agreed to between the Board of Directors and Mrs. Aruna Doshi and in accordance with the Act or such other applicable provisions or any amendment thereto

RESOLVED FURTHER THAT the Board of Directors and/or Company Secretary of the Company be and are hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution, do all such acts, deeds, matters and things as may be necessary and sign and execute all documents or writings as may be necessary, proper or expedient for the purpose of giving effect to this resolution and for matters concerned therewith or incidental thereto”.

By order of the Board For Rajdarshan Industries Ltd.

Udaipur, September 04, 2021

Kalp Shri Vaya Company Secretary

Notes:

i. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and the additional information pursuant to Regulation 36(3) of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 in respect of Director proposed for appointment/re-appointment at the Meeting are annexed hereto.
ii. All the documents referred in the accompanying notice will be available for inspection through electronic mode on all working days till the date of this Annual General Meeting.
iii. The Register of Members and Share Transfer Books will remain closed from Friday, September 24, 2021 to Thursday, September 30, 2021 (both days inclusive) for the purpose of AGM.

Voting through electronic means

i. The Company is pleased to provide members, facility to exercise their right to vote on resolutions proposed to be considered at the 40[th] Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“e-voting”) will be provided by Central Depository Services Limited (CDSL).
ii. In view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/ 2020 dated May 05, 2020 and Circular no. 02/2021 dated January13, 2021. The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
iii. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e- voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
iv. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
v. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
vi. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM.
vii. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.rajdarshanindustrieslimited.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

Instructions to Shareholders for remote e-voting and e-voting during AGM and joining meeting through VC/OAVM are as under:

i. The voting period begins on Monday, 27.09.2021 at 9.00 am (IST) and ends on Wednesday, 29.09.2021 at 5 pm (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 23.09.2021 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.
ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders		Login Method
Individual	1)	Users who have opted for CDSL Easi / Easiest facility, can login through
Shareholders holding		their existing user id and password. Option will be made available to reach
securities in Demat		e-Voting page without any further authentication. The URL for users to login
mode withCDSL		to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit
		www.cdslindia.com and click on Login icon and select New System Myeasi.
	2)	After successful login the Easi / Easiest user will be able to see the e-Voting
		option for eligible companies where the evoting is in progress as per the
		information provided by company. On clicking the evoting option, the user
		will be able to see e-Voting page of the e-Voting service provider for casting
		your vote during the remote e-Voting period or joining virtual meeting &
		voting during the meeting. Additionally, there is also links provided to access
		the system of all e-Voting Service Providers i.e. CDSL / NSDL / KARVY /
		LINKINTIME, so that the user can visit the e-Voting service providers'
		website directly.

Type of shareholders	Login Method
	3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https:// evoting.cdslindia.com/ Evoting / EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
ndividual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e- Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https:// eservices.nsdl.com/ SecureWeb / IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
ndividual Shareholders (holding securities in demat mode) login hrough their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at 022-23058542-43.
Individual Shareholders	Individual Shareholders holding securities in Demat mode with NSDL
holding securities in Demat	Members facing any technical issue in login can contact NSDL helpdesk
mode with NSDL	by sending a request at [email protected] or call at toll free no.: 1800
	1020 990 and 1800 22 44 30

v. Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders
	holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
	(Applicable for both demat shareholders as well as physical
	shareholders)
	Shareholders who have not updated their PAN with the
	Company/Depository Participant are requested to use the sequence
	number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
OR Date of Birth (DOB)	recorded in your demat account or in the company records in order to
	login.
	If both the details are not recorded with the depository or company,
	please enter the member id / folio number in the Dividend Bank
	details field.

vi. After entering these details appropriately, click on “SUBMIT” tab. vii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. viii. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. ix. Click on the EVSN of Rajdarshan Industries Limited.

x. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. xi Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. xii. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. xiii. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. xiv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. xv. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. xvi. Facility for Non – Individual Shareholders and Custodians –For Remote Voting Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Instructions for Shareholders attending the AGM through VC/OAVM & e-voting during meeting are us under:

i. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
ii. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
iii. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
iv. Shareholders are encouraged to join the Meeting through Laptops/IPads for better experience. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
v. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
vi. Shareholders who would like to express their views/ask questions during the AGM may register themselves as a speaker by sending their request in advance at [email protected] on or before September 25, 2021 mentioning their name, demat account number/folio number, email id, mobile number. Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
vii. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
viii. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

Process for those Shareholders whose Email I.D. is not registered with the Company/ Depositories:

i. For Physical shareholders – please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to RTA email id : [email protected]
ii. For Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP).
iii. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
iv. If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022-23058542/43. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

v. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date 23.09.2021 only shall be entitled to avail the facility of e-voting. (XII) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “e-voting” for all those members who are present at the AGM but have not cast their votes by availing the e-voting facility. vi. The Company has appointed Shri Ronak Jhuthawat (Certificate of Practice No.-12094) of M/s Ronak Jhuthawat & Co., Company Secretary in practice as Scrutinizer to scrutinize the voting (at AGM venue) and remote e-Voting process in a fair and transparent manner and they have communicated their willingness to be appointed and be available for the purpose of ascertaining the requisite majority. vii. The Scrutinizer shall after the conclusion of voting at the general meeting, unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. viii. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company (www.rajdarshanindustrieslimited.com) and on Service Provider’s website (www.evotingindia.com) immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited.

Explanatory Statement

Statement pursuant to Section 102 of the Companies, Act, 2013

Item No. 3

Mrs. Aruna Doshi (DIN 00949220) was appointed as the Whole Time Director for a period of three years with effect from April 01, 2018 and the said appointment was approved by the Shareholders at their Annual General Meeting held on September 29, 2018.

Based on the recommendation of the Nomination and Remuneration Committee the Board on May 26, 2021, re-appointed Mrs. Aruna Doshi as the Whole Time Director of the Company liable to retire by rotation for a period of three years w.e.f. April 01, 2021 subject to the approval of the shareholders in the ensuing Annual General Meeting. The Board, while re-appointing Mrs. Aruna Doshi as Whole Time Director of the Company, considered her background, experience and contributions to the Company.

Mrs. Aruna Doshi (DIN 00949220) aged 66 years holds M. Sc. Degree. She is a visionary entrepreneur and possesses good leadership skills. She has potential capacity to guide the company in formulation and execution of effective business strategies.

The material terms of re-appointment and remuneration as contained in the agreement are given below:-

Tenure of re-appointment: Three (3) years commencing from April 01, 2021
The period of office of Mrs. Aruna Doshi shall be liable to determination by retirement of directors by rotation.
Remuneration:
(i) Salary: Rs.50,000/- per month with increment if any to be decided by the Board of directors based on the recommendation/approval of the Nomination and Remuneration Committee.
(ii) Bonus: Bonus will be paid as per the rules of the Company.
(iii) Perquisites: In addition to salary and bonus, the following perquisites shall be paid, which are as follows:
- Medical/Personal Accident Insurance: Premium not to exceed Rs.30000/- per annum Reimbursement of Medical Expenses :Actual Medical Expenses
- Company’s Contribution towards Provident Fund Superannuation Fund: Company’s Contribution towards Provident Fund and Superannuation Fund will be as per the rules of the Company.
- Gratuity: Gratuity will be payable as per Rules of the company. Provision for use of Car with Driver for Business Use.
- Provision for Telephone at residence (including payment of local call and long distance call)

Minimum Remuneration:

Notwithstanding anything to the contrary herein contained, where in any financial year during his tenure, the Company has no profits or its profits are inadequate, the Company will pay aforesaid remuneration as minimum remuneration.

As per Section 197 of the Companies Act, 2013, the remuneration payable to any one managing director or whole-time director or manager shall not exceed five per cent of the net profits of the Company and if there is more than one such director, remuneration shall not exceed ten per cent of the net profits to all such directors and manager taken together.

Further as per 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“the Listing Regulations”) vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the fees or compensation payable to executive directors who are promoters or members of the promoter group, shall be subject to the approval of the shareholders by special resolution in general meeting, if-

i. the annual remuneration payable to such executive director exceeds Rs. 5 crores or 2.5 per cent of the net profits of the Company calculated as per the provisions of Section 198 of the Companies Act, 2013, whichever is higher; or
ii. where there is more than one such director, the aggregate annual remuneration to such directors exceeds 5 per cent of the net profits of the Company.

The members of the Company in their AGM held on September 30, 2019 had approved payment of remuneration to Mrs. Aruna Doshi as per Regulation 17(6)(e) for remaining of his tenure which has expired on March 31, 2021. Further, during the proposed tenure of Mrs. Aruna Doshi, the annual remuneration payable to him and the aggregate annual remuneration, may exceed the limits as contemplated in Regulation 17(6)(e) of the Listing Regulations and Section 197 of the Companies Act. This necessitates seeking the approval of the members of the Company by way of special resolution during the tenure of his appointment i.e. upto March 31, 2024 in order to comply with Listing Regulations and Companies Act, 2013.

In terms of the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013, (“Act”), as amended or re-enacted from time to time, read with Schedule V to the Act and Regulation 17(6)(e) of SEBI (LODR) Regulations, 2015 the approval of the members of the Company is being sought for appointment and approve the remuneration of Mr. Aruna Doshi as Whole Time Director of the Company, accordingly your directors recommend to pass the resolution as set out in Item No. 3 as Special resolution.

Statement containing the information as required under section II of Part II of Schedule V of the Companies Act, 2013:

I. General Information:

(i) Nature of Industry: Trading of Marbles and Granites
(ii) Date or expected date of Commencement of Commercial production:
The Company is an existing Company and has already commenced its business.
(iii) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not applicable

(iv) Financial performance based on given indicators:

Standalone	Standalone	Consolidated	Consolidated
2020-21	2019-20	2020-21	2019-20
-	59.86	-	59.86
125.18	29.61	125.18	29.61
91.20	(783.35)	91.20	(783.35)
6.5	9.5	6.5	9.5
14.15	(210.95)	14.15	(210.95)
70.55	(581.90)	71.40	(581.82)

( v ) Foreign investments or collaborations, if any : Not applicable

II Information about the appointee:

1. Background details:

As given in explanatory statement to Item No. 3

2. Past Remuneration:

Remuneration paid to Mrs. Aruna Doshi for the period from April 01, 2020 to March 31, 2021 is Rs.5.50 Lakhs.

3. Recognition or awards: NIL

4. Job profile and his suitability:

After the Death of our co founder Late Shri Mr. Ashok Doshi, Mrs. Aruna Doshi joined the company as Whole time Director w.e.f. April 01, 2018. She is expertise in management and leadership skills and are compatible with the organizational requirements.

Mrs. Aruna Doshi controls the affairs of the Company as a whole. She has successfully and in a sustained way contributed significantly towards improvement in performance of the Company leading to its successful turnaround.

5. Remuneration proposed:

The remuneration proposed to be paid during the tenure of her directorship is detailed hereinabove under explanatory statement.

6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person

The remuneration is in line with the industry standards. Further the proposed remuneration is within the maximum permissible remuneration as per Schedule V of the Companies Act, 2013 which is comparable with the Companies of the same size and profitability.

7. Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any:

Besides, the remuneration proposed, Mrs. Aruna Doshi holds 1269167 shares of the Company. Mr. Madhav Doshi, Non Executive Director is the son of Mrs. Aruna Doshi.

III. Other Information

i) Reasons of loss or inadequate profits

Not applicable, as the company earned net profit after tax of Rs. 70.55 lakhs. during the year ended 31st March 2021.

ii) Steps taken or proposed to be taken for improvement

Not applicable; as the company earned adequate profits.

iii) Expected increase in productivity and profits in measurable terms etc

Not applicable; as the company earned adequate profits.

IV. Disclosure :

Remuneration package of the managerial person: Fully described in the explanatory statement as stated above.

Disclosures in the Board of Directors’ report under the heading Corporate Governance included in Annual Report FY 2020-21: The requisite details of remuneration etc. of Directors are included in the Corporate Governance Report. forming part of the Annual Report of FY 2020-21 of the Company.

Annexure A

(for Item Nos. 2 and 3 of the Notice)

Details of the Directors seeking re-appointment at the forthcoming Annual General Meeting in pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 issued on General Meetings by The Institute of the Company Secretaries of India:

	Mr. Devendra Sharma	Mrs. Aruna Doshi

DIN	00921174	00949220
Date of Birth	4th September, 1955	13th May, 1955
Date of first appointment in the current designation	2nd December, 1989	01st April, 2018
Qualification	M.Com. (Business Adm.)	M. Sc. (Food and Nutrition)
Expertise	Management & Corporate Affairs	Effective Leadership abilities and has potential capacity to guide the company in formulation and execution of effective business strategies.
Number of Board Meetings attended during the year	4 Out of 5	5 Out of 5
Board Memberships of other Companies as on March 31, 2021	Rajdarshan Hotel P Ltd.	Rupal Holdings Pvt. Ltd. Akshat Investments and Consultants Pvt. Ltd. Mumal Marketing Pvt. Ltd. Adheeraj Trade Links Pvt. Ltd. Emerald Construction Co. Pvt. Ltd.
Chairmanship(s)/Membership(s) of Committees of other Companies as on March 31, 2021		-
Shareholding in Company	-	1269167
Relationship with other directors, manager and other Key Managerial Personnel of the Company	-	Mother of Mr.Madhav Doshi Non-Executive Director
Terms and Conditions of appointment or re-appointment	Managing Director Liable to Retire By Rotation	Whole Time Director Liable to Retire By Rotation
Last drawn remuneration	Details mentioned in Corporate Governance Report	Details mentioned in Corporate Governance Report

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Rajdarshan Industries Ltd. AGM Information 2021

63744_rns_2021-09-06_b46dc94d-92f5-409a-a472-62e3d965e64c.pdf

RAJDARSHAN INDUSTRIES LIMITED

06[th ] September, 2021

Sub: Notice of 40[th] Annual General Meeting

RAJDARSHAN INDUSTRIES LIMITED

CIN: L14100RJ1980PLC002145

NOTICE OF THE ANNUAL GENERAL MEETING

Ordinary Business:

Special Business:

Notes:

Voting through electronic means

Instructions to Shareholders for remote e-voting and e-voting during AGM and joining meeting through VC/OAVM are as under:

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Instructions for Shareholders attending the AGM through VC/OAVM & e-voting during meeting are us under:

Process for those Shareholders whose Email I.D. is not registered with the Company/ Depositories:

Explanatory Statement

Statement pursuant to Section 102 of the Companies, Act, 2013

Item No. 3

Minimum Remuneration:

Statement containing the information as required under section II of Part II of Schedule V of the Companies Act, 2013:

I. General Information:

(iv) Financial performance based on given indicators:

II Information about the appointee:

1. Background details:

2. Past Remuneration:

3. Recognition or awards: NIL

4. Job profile and his suitability:

5. Remuneration proposed:

6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person

7. Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any:

III. Other Information

i) Reasons of loss or inadequate profits

ii) Steps taken or proposed to be taken for improvement

iii) Expected increase in productivity and profits in measurable terms etc

IV. Disclosure :

Annexure A

(for Item Nos. 2 and 3 of the Notice)

AI assistant

Rajdarshan Industries Ltd. — AGM Information 2021

63744_rns_2021-09-06_b46dc94d-92f5-409a-a472-62e3d965e64c.pdf

RAJDARSHAN INDUSTRIES LIMITED

06[th ] September, 2021

Sub: Notice of 40[th] Annual General Meeting

RAJDARSHAN INDUSTRIES LIMITED

CIN: L14100RJ1980PLC002145

NOTICE OF THE ANNUAL GENERAL MEETING

Ordinary Business:

Special Business:

Notes:

Voting through electronic means

Instructions to Shareholders for remote e-voting and e-voting during AGM and joining meeting through VC/OAVM are as under:

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Instructions for Shareholders attending the AGM through VC/OAVM & e-voting during meeting are us under:

Process for those Shareholders whose Email I.D. is not registered with the Company/ Depositories:

Explanatory Statement

Statement pursuant to Section 102 of the Companies, Act, 2013

Item No. 3

Minimum Remuneration:

Statement containing the information as required under section II of Part II of Schedule V of the Companies Act, 2013:

I. General Information:

(iv) Financial performance based on given indicators:

II Information about the appointee:

1. Background details:

2. Past Remuneration:

3. Recognition or awards: NIL

4. Job profile and his suitability:

5. Remuneration proposed:

6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person

7. Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel, if any:

III. Other Information

i) Reasons of loss or inadequate profits

ii) Steps taken or proposed to be taken for improvement

iii) Expected increase in productivity and profits in measurable terms etc

IV. Disclosure :

Annexure A

(for Item Nos. 2 and 3 of the Notice)

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Rajdarshan Industries Ltd. AGM Information 2021