TO THE MEMBERS
Your Directors have pleasure in presenting their 34:h Annual Report and theAudit Financial Statements for the Financial Year ended March 31 2016.
1. Financial summary or hiqhlights/Performance of the Company
(Rs. in Lakhs)
|Particulars ||2015-2016 ||2014-2015 |
| ||(Rs.in lakhs) ||(Rs.in lakhs) |
|Gross Income ||13.08 ||7.60 |
|Profit Before Depreciation ||(0.14) ||(0.59) |
|Finance Charges ||0.00 ||0.00 |
|Gross Profit ||(0.14) ||(0.59) |
|Provision for Depreciation ||0.04 ||0.04 |
|Net Profit / (Loss) ||(0.18) ||(0.63) |
2. Brief description of the Companys working during the year/State ofCompanys affair
During the year under review the Company undertook sub-contract work for a C & FAgent. The Company incurred a loss of Rs. 0.18 lakhs.
3. Change in the nature of business if any
There is no change in the nature of business during the year under review.
Since the Company incurred loss during the year hence your Directors do not recommendany dividend.
No amount has been transferred to Reserves during the year as the Company incurredloss.
6. Management Discussion And Analysis Report:
Pursuant to Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report is appended to thisreport.
7. Corporate Governance:
A separate section on Corporate Governance practices followed by the Company togetherwith a certificate from the Companys Auditors confirming compliance forms anintegral part of this Report as per SEBI Regulations 2015.
8. Listing with Stock Exchanges:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE where the Companys Shares are listed.
9. Events Subseguent to the date of Financial Statements:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.
10. Directors and Key Managerial Personnel
The Board of Directors is duly constituted with Sh. Rishabh Goel Sh. Bhagat Ram Goyal.Sh. Sajjan Singh Shaktawat Ms. Sunita Rana. The above constitution of Board of directorsis as per Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations. 2015.
Sh. Rishabh Goel. Director retire by rotation as per section 152 (6) at theforthcoming Annual General Meeting and being eligible offer himself for reappointment.
At the last Annual General Meeting held on 28?n September 2015 the Members
- Appointed Sh. Bhagat Ram Goyal as Independent Director of the Company for a period offive years.
- Appointed Ms. Sunita Rana as Independent Women Director of the Company for a periodof five years.
The Company has received declarations from all the independent directors of the Companyconfirming that they meet the criteria of independent in terms of the provisions ofSection 149 (6) of the Companies Act 2013 and SEBI Regulations.
Sh. Gaurav Verma has resigned as Company Secretary cum Compliance Officer of theCompany with effect from 30.09.2015 and Sh. Amit Kumar has been appointed as CompanySecretary cumCompliance Officer of the Company in his place with effect from 01.10.2015.
Sh. Rishabh Goel has been appointed as Managing Director w.e.f 28.09.2015.
11. Independent Directors:
The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation. In accordance with Section 149(7) of the Act each independentdirector has given a written declaration to the Company confirming that he/she meets thecriteria of independence as mentioned under Section 149(6) of the Companies Act. 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
12. Particulars of Employees:
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Statement of particulars of employees is annexed as Annexure I.
During the year Five (5) Board Meetings and 4 Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
14. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 SEBI Regulations 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
15. 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.
16. Vigil Mechanism / Whistle Blower Policy:
The Company has a WHISTLE BLOWER POLICY to deal with instance of unethical behavioractual or suspected fraud or violation of the Companys code of conduct if any. Thedetails of the WHISTLE BLOWER POLICY are posted on the website of the Company
17. Corporate Social Responsibility
Section 135 of the Companies Act 2013 and rules made thereunder of the CorporateSocial Responsibility is not applicable to the Company during the financial under review.
18. Details of Subsidiarv/Joint Ventures/Associate Companies
The Company has no subsidiary or joint venture or associate company.
19. Statutory Auditors:
The Statutory Auditors M/s M.B.R & Co. Chartered Accountants New Delhi retireat the ensuing Annual General Meeting and being eligible offer themselves forreappointment for a period of 1 year from the conclusion of this Annual General Meetingtill the conclusion of next AGM.
20. Auditors Report:
The Auditors Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
21. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. Manoj Gupta &Associates Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to this report.The report is self- explanatory and do not call for any further comments.
22. Internal Audit & Controls
The Company has appointed M/s M.L. Garg & Co. as its Internal Auditors. During theyear the Company implemented their suggestions and recommendations to improve the controlenvironment. Their scope of work includes review of processes for safeguarding the assetsof the Company review of operational efficiency effectiveness of systems and processesand assessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operations. TheAudit Committee periodically review internal control system.
23. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possessionof unpublished price sensitive information in relation to theCompany and during the period when the Trading Window is closed. The Director of theCompany is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
24. Risk management policy
A policy indicating development and implementation of a risk management policy for theCompany including identification therein of elements of risk this in the opinion of theBoard may threaten the existence of the company has been framed and is given on thecompanys website at www.rspl.co.in.
25. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT 9as a part of this Annual Report as ANNEXURE III.
The Company has neither accepted any deposits during the year under review. There wasno deposit outstanding at the beginning of the year.
27. Particulars of loans guarantees or investments under section 186
No loans guarantees and investment has been granted by the Company during thefinancial year.
28. Particulars of contracts or arrangements with related parties:
There is no a related party contract or arrangement by the company during the reportingfinancial year.
29. Obligation of Company Under the Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013
The provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 is not applicable to our Company as the no. of employee is below10 during the year under review.
30. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The Company has nothing to report under this heading as the Company is not presentlyinvolved in manufacturing or processing activities.
Foreign exchange earnings and Outgo
Foreign exchange earnings during the year-Nil Foreign exchange spent during theyear-Nil
31. Human Resource
There are no Industrial Relation during the year under review.
32. Directors Responsibility Statement
The Board of Directors pursuant to clause (c) of sub-section (3) of Section 134 of theCompanies Act2013state 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 had 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 had 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 had prepared the annual accounts on a going concern basis; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were 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.
33. Transfer of Amounts to Investor Education and Protection Fund
The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
The directors would like to express their appreciation for the continued confidencereposed in them by the share holders of the Company and look forward to their continuedsupport.
| ||For and on behalf of the Board of Directors |
|Place: New Delhi ||(Rishabh Goel) ||(B.R.Goyal) |
|Date: 27.05.2016 ||Managing Director ||Director |
Annexure - I
Statement of Particulars of employees pursuant to the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
|SI.No. ||Name ||Designation/ Nature of Duties ||Remuneration Received [Rs.] ||Qualification ||Experience in years ||Age in years ||Date of commencement of employment ||Last employment held |
|1 ||2 ||3 ||4 ||5 ||6 ||7 ||8 ||9 |
|1 ||Sh. Krishan Kumar Jha ||CFO ||151000 ||B.Com. ||10 ||33 ||26.03.15 ||Nil |
|2 ||Sh. Gaurav Vrema ||CS ||60400 ||CS ||4 ||28 ||01.06.2015 ||- |
| ||Sh. Amit Kumar ||CS ||90400 ||CS ||7 ||31 ||01.10.2015 ||- |
* Sh. Gaurav Verma has resigned from the post of Cs and KMP on 30.09.2015.
* Sh. Amit Kumar has been appointed as Cs and KMP w.e.f 01.10.2015.
> All appointments are / were non-contractual
> Remuneration as shown above comprises of Salary Leave Salary. Bonus Gratuitywhere paid Leave Travel Assistance. Medical Benefit House Rent Allowance Perquisitesand Company's Contribution to Provident Fund and Superannuation Fund. Remuneration on Cashbasis
> None of the above employees is related to any Director of the Company.