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Rahul Merchandising Ltd.

BSE: 531887 Sector: Others
NSE: N.A. ISIN Code: INE149D01011
BSE LIVE 15:14 | 11 Apr Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.27
PREVIOUS CLOSE 9.75
VOLUME 12
52-Week high 10.25
52-Week low 9.27
P/E
Mkt Cap.(Rs cr) 3
Buy Price 9.32
Buy Qty 110.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.27
CLOSE 9.75
VOLUME 12
52-Week high 10.25
52-Week low 9.27
P/E
Mkt Cap.(Rs cr) 3
Buy Price 9.32
Buy Qty 110.00
Sell Price 0.00
Sell Qty 0.00

Rahul Merchandising Ltd. (RAHULMERCHAND) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Annual Report together with the AuditedStatement of Accounts of Rahul Merchandising Limited for the year ended 31st March2016.

1. SUMMARISED FINANCIAL HIGHLIGHTS

Particulars 2015-2016 2014-15
Total Income 0.52 0.00
Total Expenditure 3.30 2.22
Profits/(Loss) before interest Depreciation and Tax (2.78) (2.22)
Interest and Financial Charges 0.00 0.00
Profits/(Loss) before Depreciation and Tax (2.78) (2.22)
Depreciation 0.00 0.00
Net Profits/(Loss) before Tax (2.78) (2.22)
Tax Provision 0.00 0.00
Net Profits/(Loss) (2.78) (2.22)

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with Stock Exchange a detailed Management Discussion andAnalysis Report is presented in a separate section forming part of the annual report.

3. DIVIDEND

To conserve the resources your Directors are not recommending any dividend for theyear under review.

4. STATE OF COMPANY'S AFFAIRS

Company lays emphasis on being customer-centric and further strives on a well organizedmanagement team of skilled and trained professionals to deliver quality to its customers.The Company is dealing in textile Products.

5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no material changes and commitments noticed by the Board between the end ofthe financial year of the company i.e 31.03.2016 and the date of the report.

6. RESERVES

Since the Company has incurred losses during the year so no amount is proposed to betransferred to reserves.

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 312016 was Rs. 35122500. During theyear under review the company has not issued any shares or any convertible instruments.

8. CORPORATE SOCIAL RESPONSIBILITY

The Company has not formulated a Corporate Social Responsibility Committee due to nonapplicability of the relevant provisions to the Company.

9. HUMAN RESOURCES

The well disciplined workforce which has served the company for two decades lies at thevery foundation of the company's major achievements and shall well continue for the yearsto come. The management has always carried out systematic appraisal of performance andimparted training at periodic intervals. The company has always recognized talent and hasjudiciously followed the principle of rewarding performance.

10. LISTING OF SECURITIES

Shares of Company are listed on BSE Limited.

11. CODE OF CONDUCT

The Board of Directors has laid down the code of conduct for all the Board Members andmembers of the senior Management of the Company. Additionally all Independent directors ofthe company shall be bound by duties of Independent Directors as set out in Companies Act2013 read with schedules and Rules there under.

All the Board Members Senior Management Personnel have affirmed compliance with theCode of Conduct.

The Code of Conduct is available on the website of the company.

12. RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion.

Therefore in accordance with SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board members were informed about risk assessment and minimizationprocedures after which the Board formally adopted steps for framing

The main objective of this policy is to ensure sustainable business growth withstability and to promote a proactive approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.

As per the requirement of Section 134(3)(n) of the Companies Act 2013 the Board ofDirector has approved and Adopt a Risk Management Policy.

13. SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company.

14. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.

16. DIRECTORS & COMMITTEES

At the previous Annual General Meeting of the company held on 30thSeptember 2015 the company had appointed the Mr. Pradeep Kumar (DIN: 02940382) as WholeTime Director under the companies Act 2013 for five (5) consecutive years for a term 30thSeptember 2015 to 29th of September 2020 and the company had also appointedMr. Rajeshwar Bhagat (DIN: 06892049) and Ms. Priyanka Rana as an Independent Directorsunder the Companies Act 2013for five (5) consecutive years for a term 30thSeptember 2015 to 29th September 2020 not liable by rotation.

All Independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.

In accordance with the provisions of Companies Act 2013 Mr. Pradeep Kumar (DIN:02940382) Executive Director retires by rotation and being eligible offers himself forre-appointment.

During the year Mr. Rajeshwar Bhagat Director of the Company resigned from the Boardof the Company. The Board expressed its gratitude for their valuable contribution.

During the year company had appointed Mr. Paras Pant as an additional director on 10thFebruary 2016 and resigned from the Directorship of the Company from 29thJune 2016.

17. BOARD EVALUATION

Pursuant to the provision of section 134(3) of the Companies Act 2013 the Board hascarried out an evaluation of its own performance directors individually as well as theevaluation of Committees as per the criteria laid down in the Nomination RemunerationEvaluation policy. Further the Independent directors have also reviewed the performance ofthe Non-Independent Directors and Board as a whole including reviewing the performance ofthe Chairperson of the Company taken into account the views of the Executive Directors andNon Executive Directors vide there separate meetings.

18. REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

19. MEETINGS

During the year Six Board Meetings and one independent directors' meeting was held. TheDetails of which are given in Corporate Governance Report. The provisions of CompaniesAct 2013 and listing agreement were adhered to while considering the time gap between twomeetings.

20. AUDIT COMMITTEE

SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 012015. So in order to align with theprovisions of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Audit Committee of the Company is re-constituted on 10thFebruary 2016 with the Objectives to monitor supervise and effective management ofcompany's finance to ensure effective internal financial controls and risk managementsystems with high level of transparency and accuracy. The Committee met four times duringthe year the details of which are given in the Corporate Governance Report that formspart of this Report.

Name Status Category
Ms. Snehlata Kaim Chairperson Independent Director
Mr. Pardeep Kumar Member Executive Director
Ms. Priyanka Rana Member Independent Director

21. NOMINATION AND REMUNERATION COMMITTEE

SEBI vide its notification dated September 02 2015 amended the existing ListingAgreement and bring in force SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from December 012015. So in order to align with theprovisions of Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors of your Company in its meeting held on 10thFebruary 2016 re-constituted Nomination & Remuneration Committee with the requisiteterms of the reference as required under section 178 of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Name Status Category
Ms. Snehlata Kaim Chairperson Independent Director
Mr. Pardeep Kumar Member Executive Director
Ms. Priyanka Rana Member Independent Director

22. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March312016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 312016 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

23. DECLARATION BY INDEPENDENT DIRECTORS

Both Independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.

24. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were material relatedparty transactions in terms of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. All material related party transactions thatwere entered into during the financial year were on an arm's length basis and were in theordinary course of business. There are no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. None of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company.

25. DEPOSITS

The Company has not accepted deposits from public/members during the year under reviewand no amount on account of principal or interest on deposits was outstanding as on thedate of the balance sheet.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

27. AUDITORS

i. STATUTORY AUDITORS

M/s. Jagdish Sapra & Co.(Firm registration No: 001378N) have been appointed asstatutory auditors of the company from this Annual General Meeting till the conclusion ofthe next Annual General Meeting.

ii. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Tanay Ojha (CP No.: 10790 ACS: 29658)Company Secretaries to undertake thesecretarial audit of the company. The Secretarial Audit Report is annexed herewith as ‘Annexure1'.

Qualification(s) and Directors' comments on the report of Practicing Company Secretary

As per the information and documents provided by the Management of the Company theCompany has not appointed a Company Secretary as per the provisions of Section 203 of theCompanies Act 2013.

Directors' Comment: As the Companies Act 2013 has been implemented in financialyear 2014-15 demand for Company Secretaries had gone up substantially. There are morecompanies than available Company Secretaries in the current scenario. Company is makingefforts to appoint company Secretary for the Company and hope to finalize the qualifiedcandidate for the requisite post at the earliest.

28. CORPORATE GOVERNANCE

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the report on Corporate Governance together with Auditor's Certificateon compliance with this regard and CFO's/ CEO declaration in this regarding compliance ofCode of Conduct by Board Members and Senior Management Personnel is attached and formspart of this Report.

29. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the company theparticulars as prescribed under Section 134(3) (m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 regarding Conservation of Energy andTechnology Absorption are not applicable to the Company.

30. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 2" in accordance with Section 92(3) of the CompaniesAct 2013.

31. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is as follows:

The company has one Executive Director and due to financial constraints being faced bythe company they have forgone remuneration. Further no sitting fees have been paid to anydirector 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:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company.

32. LOANS GUARANTEES OR INVESTMENT

The company has not given any Loans and Guarantees in terms of provisions of Section186 of the Companies Act 2013.

33. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the

Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

During the year 2015-2016 no complaints were received by the Company related to sexualharassment.

34. ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your Directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company.

Your Directors wish to thank the banks financial institutions shareholders andbusiness associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become abetter and stronger Company.

For and on behalf of the Board of Directors
Rahul Merchandising Limited
Date: 01/09/2016 Sd/-
Place: New Delhi Snehlata Kaim
CHAIRPERSON
DIN: 06882968