For The Financial Year 2015-16
The Directors have pleasure in presenting their 34th Annual Report on the business andoperations of the Company together with the audited financial statements for the financialyear ended March 31st 2016.
1. Financial Performance of the Company (Amount in Rs.)
|Particulars ||2015-16 ||2014-15 |
|Profit Before Tax & Provision ||(935958) ||178542 |
|Less: Provision For Tax ||- ||145938 |
|Profit After Tax ||(935958) ||32604 |
|Add: Profit Brought Forward From Previous Year ||129520 ||96916 |
|Profit Carried Forward ||(806438) ||129520 |
|Basic/ Diluted Earnings Per Share ||(0.29) ||0.01 |
The Directors have not recommended any dividend for the financial year 2015-16 due toloss incurred.
3.Transfer Of Unclaimed Dividend To Investor Education And Protection Fund
The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.
No amount was transferred to the Reserves during the year due to loss incurred.
5.Brief description of the Companys working during the year/State ofCompanys affair
Our Company acts as buyers sellers Suppliers Investor Trader or consumer ofhousehold goods and slowly spreads its wings to the Investment company and invest in gold& bullions and acquire or otherwise deals in shares debentures bonds obligationsand securities issued/guaranteed by Government state Dominion in India or elsewhere.
6.Change in the nature of business if any
The company has not changed its nature of business during the current financial year.
7.Material Changes and Commitments if any affecting the Financial Position of theCompany
Company got listed on Bombay Stock Exchange with effect from 6th April2016. Further Company is in the process of Voluntary delisting of the equity shares fromCalcutta Stock Exchange Ltd
8.Internal Financial Control Systems and their Adequacy
The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
9.Detailsof Subsidiary/Joint Ventures/Associate Companies
Sona Coatings Pvt Ltd Suchitra Vinimay Pvt Ltd andNeeti Comtrade Pvt Ltd ceased to bethe subsidiary of the company during the financial year ended on March 31 2016.
Further our Company does not have any Joint Venture and Associate Company as on 31stMarch 2016
The company has neither accepted nor renewed any deposits during the year coveredunder Chapter V of the Act.
M/s R.M. Jain & Associates Chartered Accountants have been appointed as StatutoryAuditors of the company till the conclusion of theAnnual General Meeting of the company tobe held in the year 2019 (subject to ratification of their re-appointment at every AGM)and remuneration shall be decided as per the Audit Committee.
The observations made by the Auditors are self-explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport shall be given.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed there under RAGHUNATH MANDAL was appointed as theSecretarial Auditor of the company. There is no qualification reservation or adverseremark or disclaimer made by the company secretary in the secretarial audit report.
Internal Audit Report
M/S N H AGARWAL & ASSOCIATES Chartered Accountants has submitted a report for thefinancial year 2015-16 based on the internal audit conducted during the year under review.
12 . Share Capital
Issue of equity shares with differential rights
The company has not issued any of its securities with differential rights during theyear under review.
Buy Back of Securities
The company has not bought back any of its securities during the year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan
The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.
Preferential Issue of Capital
The company has not undertaken any preferential issue of capital during the currentfinancial year.
13 . Extract of the Annual Return
The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT 9) and is attachedto this Report.
14. Conservation of energy Technology absorption and Foreign exchange earnings andOutgo
The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure ofparticulars of conservation of energy and technology absorption prescribed by the rulesare not applicable to our company. The company does not have any Foreign Exchangetransactions during the financial year.
15.Significant and material orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
16. Board of Directors and Key Managerial Personnel :
The Board has an optimum combination of executive and non executive director of thecompany.
A)Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution ofthe Board of Directors passed at its meeting
|Date of Board Meeting ||Name ||Brief particulars of the change |
|28/05/2015 ||PANKAJ SHARMA ||Director of the Company also Appointed as CFO. |
|01/08/2015 ||RINI MAZUMDAR ||Resignation from the post of Company Secretary. |
|01/08/2015 ||LALITA BOHRA ||Appointment as Company Secretary w.e.f 20th August 2015 |
|29/04/2016 ||LALITA BOHRA ||Accepted the resignation from the post of Company Secretary with immediate effect. |
B)Declaration by an Independent Director(s) and re-appointment
Mr. Kishan Choudhary and Mrs. Puja Sharma Independent Directors of the Company haveconfirmed that they fulfilled all the conditions of the Independent Directorship as laiddown in sub-section (6) of Section 149 of the Companies Act 2013 and the rules made thereunder and the same have been noted by the Board.
C)Formal Annual Evaluation
In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe Non-Independent Directors and the chairman of the company taking into account theviews of the Executive Directors and Non- Executive Directors assessing the qualityquantity and timeliness of flow of information between the company management and theBoard and also to review the overall performance of the Board. The meeting of the companywas held on 11/02/2016 wherein the performance of the Board as a whole was evaluated.
17.Number of meetings of the Board of Directors
Four Meetings of the Board of Directors were held during the financial year 2015-16.These were held on the following dates:
i) 28/05/2015 ii) 01/08/2015 iii) 05/11/2015 and iv) 11/02/2016.
Composition of the Audit committee is in accordance with the requirements of section177 of the Companies Act 2013 which is stated below:
1. Puja Sharma-Independent Director
2. Kishan Choudhary-Chairman & Independent Director
3. Rahul Sharma-Executive & Non Independent Director
19.Nomination and Remuneration Committee
Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the Companies Act 2013. The composition is as under:
1. Kishan Choudhary-Chairman & Independent Director
2. Rahul Sharma-Executive & Non Independent
3. Puja Sharma-Independent Director
20.Corporate Social Responsibility (CSR)
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crores or more or a net profit of rupees five crore ormore during any financial year the disclosures as per Rule 9 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is not applicable.
21.Sexual Harassment Of Women At Work Place
The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.
22.Details of establishment of vigil mechanism for directors and employees
The Company has adopted the whistle blower mechanism for directorsand employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompanys code of conduct and ethics.
23.Particulars of Loans Guarantees or Investments
There are no Loans guarantees or Investments as per section 186 of the Companies Act2013.
24.Particulars Of Contracts Or Arrangements With Related Parties:
Your company has no material individual transactions with its related parties which arecovered under section188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arms length basis during the financial year2015-16.
The Company incurred losses during the year so the Company has not provided anyManagerial Remuneration to the Directors.
26.Corporate Governance and Management Discussion & Analysis Reports
The Corporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report
27.Corporate Governance Certificate
The Corporate Governance certificate from the auditors regarding compliance ofconditions of corporate governance as stipulated by SEBI (LODR) Regulations 2015 and theManagement Discussion and Analysis Report has been annexed with the report.
28.Risk management policy
The company does not have any Risk Management Policy as the elements of riskthreatening the Companys existence are very minimal.
29.Familiarisation Programme for Independent Directors
In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 your Company is requiredto conduct the Familiarisation Programme for Independent Directors (IDs) to familiarisethem about their roles rights responsibilities in your Company nature of the industryin which your Company operates business model of your Company etc. through variousinitiatives. The details of such familiarization programmes are available on yourCompanys website www.rholdings.org and a link to the said programmes has beenprovided elsewhere in this Annual Report.
30.Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review
For and on behalf of the Board of Directors
|Sd/- ||Sd/- |
|RAHUL SHARMA ||PANKAJ SHARMA |
|(Managing Director) ||(Chief Financial Officer & Director) |
|DIN 03258779 ||DIN 05215905 |
|Place: Kolkata || |
|Date: 23/05/2016 || |