Rahul Merchandising Ltd.
|BSE: 531887||Sector: Others|
|NSE: N.A.||ISIN Code: INE149D01011|
|BSE 14:42 | 24 Oct||Rahul Merchandising Ltd|
|NSE 05:30 | 01 Jan||Rahul Merchandising Ltd|
|BSE: 531887||Sector: Others|
|NSE: N.A.||ISIN Code: INE149D01011|
|BSE 14:42 | 24 Oct||Rahul Merchandising Ltd|
|NSE 05:30 | 01 Jan||Rahul Merchandising Ltd|
Your Directors are pleased to present to the valued stakeholders the 24thAnnualReport of Rahul Merchandising Limited along with the Audited Financial Statements of theCompany for the Year ended March 31st 2017.
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
l The Financial Year 2016-17 has shown a conventional performance during the year underreview. The net Loss of your Company had gone down from Rs. 277600/- in the FinancialYear 2015-16 to Rs. 188/- in the Financial Year 2016-17.
The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:
No Dividend was declared for the current financial year due to loss incurred by theCompany.
The Board proposes no amount to transfer to the reserves as the company is runningunder loss.
During the year under review the Company has not accepted any deposits in terms of section73 of the Companies Act 2013 to be read with the Companies (Acceptance of Deposits)Rule 2014 as amended from time to time and also no amount was outstanding on account ofprincipal or interest thereon as on the date of the Balance Sheet.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2016-2017. Form AOC-1 has also been attached with this report asAnnexure D"
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.
CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in nature of business of the Company.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re designation Resignation Death Dis-qualification variation made orwithdrawn etc. are as follows:
During the year 2016-17 Mr. Paras Pant (DIN: 07363774) Additional Director of theCompany and Mr. Himanshu Chandani (DIN: 06735022) Director of the company who wereassociated with the Company since 10th February 2016 and 23rdOctober 2013 respectively and had resigned w.e.f. 29thJune 2016 and 11thNovember 2016 respectivelyfrom directorship of the Company due to their personaloccupancy. The resignation for the same was accepted by the Board. The Board places onrecord its appreciation for the services rendered by them during their tenure as aDirector.
Mr. Pardeep Kumar (DIN: 02940382)Whole Time Director will be retiring by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends his re-appointment on the Board at the ensuing Annual GeneralMeeting.
During the year the Board of Directors appointed Mr. Sunny Kumar (DIN: 07648718) astheAdditional Director (Category Independent) w.e.f. from 11th November 2016 .
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013
All Independent Directors have given declarations under section 149(7) that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made there under to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.
DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS
During the period under review there were no changes in the Accounting treatment inthe Financial Statements for the financial year 2016-17 different from that as prescribedin Accounting Standards prescribed by the Institute of Chartered Accountants of India(ICAI).
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 is annexed herewith as "Annexure- A".
NUMBER OF MEETINGS OF THE BOARD
During the year under review Eight Board MeetingsFour Audit Committee MeetingsOneNomination & Remuneration Committee MeetingOne Stakeholders Relationship CommitteeMeeting and One Internal Compliant Committee Meeting were convened and held. All theMeetings including Committee Meetings were duly held and convened and the intervening gapbetween two consecutive meetings was within the period prescribed under the Companies Act2013 read with the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015.
The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 read with Regulation 19 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 read with Regulation 20 of the SEBI(Listing Obligation & Disclosure Requirement) Regulation 2015.
BOARD ANNUAL EVALUATION
The provisions ofsection 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination & Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management Personnel andfixation of their remuneration thereof. The Policy contains inter-alia directorsappointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director etc.
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.
STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
M/s Jagdish Sapra & Co. Chartered Accountants being Statutory Auditors of theCompany will retire at the forthcoming Annual General Meeting and are eligible forre-appointment.
In terms of the provisions of Section 139(2) & 142(1) of the Companies Act 2013and Companies (Audit and Auditors) Rules 2014 and any modification(s) thereof theStatutory Auditors (including any Associate Audit Firm) can be appointed for a maximum twoterms of 5 years which shall be inclusive of the existing tenure completed by suchStatutory Auditors and Section 139 also provides three years period to comply with thisrequirement.
Since M/s Jagdish Sapra & Co. Chartered Accountants have completed 8 years asStatutory Auditors of the Company it is proposed to re-appoint them for a further term of2 consecutive years from the conclusion of the ensuing
24TH Annual General Meeting to the conclusion of 26THAnnual General Meeting subject to ratification by the shareholders at every AnnualGeneral Meeting. The Company has received letter from the Auditor to the effect that theirappointment if made shall be in accordance with the conditions as prescribed in the Rule4 of the Companies (Audit and Auditors) Rules 2014 and that they are not disqualifiedfor appointment within the meaning of Section 139 and 141 of the Companies Act 2013.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.
B. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed Tanay Ojha Company Secretary to undertake Secretarial Audit of the Company.
The Secretarial Audit was conducted by him and the report thereon is annexed herewithas "Annexure- B".
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
The observation made by the Secretarial Auditor in its report is given below:
1. The Company has not appointed a Whole Time Company Secretary pursuant toSection 203 of the Companies Act 2013.
Reply of Management for observation made by the Secretarial Auditors in his report:
As Companies Act 2013 has been implemented in the financial year 2014-15 demand forCompany Secretaries has gone up substantially. There are more companies than availableCompany Secretaries in the current scenario. Company is making efforts to appoint CompanySecretary for the Company and hope to finalize the candidate for the requisite post at theearliest.
The Company had appointed Internal Auditor to carry out the Internal Audit Function.The Internal Auditor submits a Quarterly Report to the Audit Committee.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud those have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2016-17 which arerequired to be disclosed by the company in its Board Report under Section 143 (12) of theCompanies Act 2013.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has not given any loan(s) or guarantee(s) and has not made any investmentcovered under the provision of the section 186 of the Companies Act 2013 during the yearunder review.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
In the financial year 2016-2017 company did not enter into any contracts orarrangements with any related party. Form AOC-2 has also been attached with this report asAnnexure C"
MATERIAL CHANGES AND COMMITMENTS IF ANY
There are no material changes or commitments noticed by the Board between the end offinancial year of the companyas on 31st March 2017 and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management s knowledge no significant and material order(s) werepassed by any regulator(s) or courts or tribunals which could impact the going concernstatus and company s operation in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO
The provisions of Section 134(3)(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013hence the same are not applicable to the company for the periodunder review.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013 and Rules made thereunder your Company hasconstituted Internal Complaints Committee (ICC) at its workplaces. During the year nocomplaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
The company is committed to maintain and adhere to the highest standard of CorporateGovernance Practices.
Pursuant to regulation 34 (3) read with schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report of Corporate Governance have beenincluded in this report as separate section. A certificate from M/s Jagdish Sapra &Co. Chartered Accountants regarding compliance of condition of Corporate Governance asstipulated in regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 has also been include in this Annual Report.
The relationship with employees continues to be harmonious. The company always considerits human resource as its most valuable asset. Imparting adequate and specialized trainingto its employees is ongoing exercise in the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operation. The system encompassesthe major processes toensure reliability of financial reporting compliance with policiesprocedures laws and regulations safe guarding of assets andeconomical and efficient useof resources.
The Company has performed an evaluation and made anassessment of the adequacy and theeffectiveness of the Company s Internal Financial Control System. The Statutory Auditorsof theCompany have also reviewed the Internal Financial Control systemimplemented by theCompany on the financial reporting and intheir opinion the Company has in all materialrespects adequate Internal Financial Control system over Financial Reporting and suchControls over Financial Reporting were operating effectively as on 31st March 2017 basedon the internal control over financial reporting criteria established by the Company.
The policies and procedures adopted by the Company ensuresthe orderly and efficientconduct of its business and adherence to the company s policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparation of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization s riskmanagement with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company s Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.
The shares of the Company are presently listed at BSE Limited.
All statutory dues including Annual Listing Fees for the Financial Year 2017-18 hasbeen paid by the Company.
Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.
All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:
The company has One Executive Director and no remuneration has been paid to him duringthe year. Further no sitting fee has been paid to any director during the year.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:
(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the loss of the Company for that period ;
(c) The Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the company and for preventing & detecting fraud & otherirregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;
(f) The Directors had 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 sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company s performance and for enhancing itsinherentstrength. Your Directors also acknowledge with gratitude the encouragement andsupport extended by our valued stakeholders.