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RSC International Ltd.

BSE: 530179 Sector: Industrials
NSE: N.A. ISIN Code: INE015F01019
BSE LIVE 12:05 | 22 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.26
PREVIOUS CLOSE 4.48
VOLUME 241
52-Week high 4.95
52-Week low 3.30
P/E 71.00
Mkt Cap.(Rs cr) 2
Buy Price 4.26
Buy Qty 9.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.26
CLOSE 4.48
VOLUME 241
52-Week high 4.95
52-Week low 3.30
P/E 71.00
Mkt Cap.(Rs cr) 2
Buy Price 4.26
Buy Qty 9.00
Sell Price 0.00
Sell Qty 0.00

RSC International Ltd. (RSCINTERNL) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the 23rd Annual Report of thecompany together with the audited statements of accounts for the year ended 31stMarch 2016.

FINANCIAL RESULTS

Particulars 31.03.2016 31.03.2015
Sales & Other Income 766210.00 923018.00
Profit before interest & depreciation 98655.00 121518.00
Less: Interest 0.00 0.00
Profit before depreciation 98655.00 121518.00
Less: Depreciation 11203.00 3549.00
Profit after depreciation 87462.00 117969.00
Provision for Income Tax 15831.00 21352.00
Profit After Tax 71631.00 96616.00

FINANCE

During the year under review the Company has made efforts to start export business andsome other business related to warehousing and investment in real estate and in theprocess of seeking shareholders' approval for starting new business line.

BUSINESS OUTLOOK

Due to heavy competition and adverse market conditions the company had closed itsweaving plant at Bhilwara Rajasthan and started agency business for synthetic fabrics. TheManagement is planning to enter into new line of business like export of cloths and otheritems to improve the profitability and ultimately value of shareholders' funds. TheCompany has contacted number of buyers of products in various countries. It is supplyingon commission basis and also making an attempt to increase its portfolio of products. TheCompany hopes to achieve good results in this line looking to the acceptance of Indianproducts in global market. Presently the Company is doing agency business of fabrics.

ISSUE OF EQUITY SHARES

The Company has not issued any shares during the year under review.

DIVIDEND

Due to insufficient profit and carried forward losses the Board of Directors havedecided to not to propose any dividend during the year.

LOANS GUARANTEES AND INVESTMENTS

During the year under review the company has not given any loan and /or guarantee andnot made any investment in any venture.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as at 31stMarch 2016.

CORPORATE GOVERNNACE

A Report on Corporate Governance alongwith certificate from the Statutory Auditor ofthe Company regarding the compliance with the conditions of Corporate Governance asstipulated under Regulations 17 to 27 of the SEBI (LODR) 2015 forms part of the AnnualReport.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under Regulation 34(2) of the SEBI(LODR) Regulations 2015 forms part of the Annual Report.

DISCLOSURE REQUIREMENTS

Details of programme for familiarization of Independent Directors with the Company areavailable on the website of the Company.

The Company has no subsidiary and hence no policy is required.

Policy on dealing with related party transactions is available on the website of theCompany.

The Company has formulated a Whistle Blower Policy and same is in compliance with theprovisions of the Act and Listing Agreement and is available on the website of theCompany.

Policy for archival of documents of the company is available on the website of thecompany.

The code of conduct for the board of directors of the company is available on thewebsite of the company.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 7 meetings of the Board were held details of which aregiven in the Corporate Governance Report that forms part of the Annual Report.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has no subsidiary joint venture and/ or associate company and hence nodetails are provided.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act 2013 and provisions of the SEBI (LODR)Regulations 2015 the Board has carried out an annual evaluation of performance of itsown and the Committees thereof.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's has formulated a policy for appointment and remuneration in compliancewith provisions of Section 178(3) of the Companies Act 2013 and same is forming part ofCorporate Governance Report.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of three independent directors. There areno instances where the board did not accept the recommendations of the Audit Committee.Other details about the Audit Committee are disclosed in the Corporate Governance Reportwhich forms part of the Annual Report.

PARTICULARS OF EMPOLYEES

The Company is not paying salary to any employee more than as stipulated under theprovisions of Section 197(12) of the Companies Act 2013 and hence no disclosure isrequired.

RELATED PARTY TRANSACTIONS

During the year the Company has not entered into any transactions with related partyas defined under the Companies Act 2013 and under Clause Regulation 23 of the SEBI (LODR)Regulations 2015.

The policy on materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board has been adopted by the Company and uploaded on theCompany's website. There are no transactions to be reported in Form AOC-2.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy on the basis of business and size ofthe Company and has set-up a Committee. The risk assessment update is provided to the RiskManagement Committee (RMC) on periodical basis. RMC is appointed by the Board andcomprises of Directors of the Company and is chaired by an Independent Director. RMCassists the Board of Directors in overseeing the Company's risk management processes andcontrols.

CORPORTAE SOCIAL RESPONSIBILITY (CSR)

Since the company is not having sufficient earnings and there are carried forwardlosses the Company is not in a position to spend any money on CSR.

VIGIL MECHANISM/ WHISTLEBLOWER POLICY

The Company has adopted a Whistleblower Policy to provide a formal mechanism to theDirectors employees and its stakeholders to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimisation ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company have been deniedaccess to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT (POSH)

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexu al Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (POSH Act) and the Rules framed thereunder.

There was no complaint of any nature during the year 2015-16.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has neither given any loans nor provided any guarantee during the year.

INTERNAL FINANCIAL CONTROLS

Internal financial control systems of the Company are commensurate with its size andthe nature of its operations. These have been designed to provide reasonable assurancewith regard to recording and providing reliable financial and operational informationcomplying with applicable accounting standards and relevant statutes safeguarding assetsfrom unauthorised use executing transactions with proper authorisation and ensuringcompliance of corporate policies.

The Audit Committee deliberated with the members of the management considered thesystems as laid down and met the statutory auditors to ascertain inter aliatheir views on the internal financial control systems. The Audit Committee satisfieditself on the adequacy and effectiveness of the internal financial control system as laiddown and kept the Board of Directors informed.

Details of internal control system are given in the Management Discussion and AnalysisReport which forms part of the Report.

DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Ankur Jain Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment.

At the Annual General Meeting of the Company held on 30th September 2014the members of the Company had approved the appointment of Mr. Kailash Chand Mr. JitendraBansal and Mr. R. P. Agarwal as Independent Directors of the Company for a term of fiveyears or until their completing 75 years of age whichever is earlier.

All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Regulation 25 of the SEBI(LODR) Regulations 2015. In the opinion of the Board they fulfill the conditions ofindependence as specified in the Act and the Rules framed there under and are independentof the management.

Annual Evaluation of Board Performance and Performance of its Committees and ofIndividual Directors

Pursuant to the provisions of the Act and Regulation 27(2) of the SEBI (LODR)Regulations 2015 Listing Agreement the Board of Directors has carried out an annualevaluation of its own performance Board committees and individual directors.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of Board processes participation in the long term strategic planninginformation and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc.

The Board and the NRC reviewed the performance of the Individual Directors on the basisof the criteria such as the contribution of the Individual Director to the Board andcommittee meetings preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairman was alsoevaluated on the key aspects of his role.

In a separate meeting of the Independent Directors performance of nonindependentdirectors performance of the Board as a whole and performance of the Chairman wereevaluated taking into account the views of executive directors and non-executivedirectors. This was followed by a Board meeting that discussed on the performance of theBoard its Committees and Individual Directors.

REMUNERATION POLICY

The Company has not paid any remuneration to any director or key managerial person andhence there was no need to review the same. However in order to comply with theprovisions of the Act and Regulation 19 of the SEBI (LODR) Regulations 2015 the Companyhas formulated the Remuneration Policy and same is uploaded on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

(c) They 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) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

AUDITOR AND AUDITOR'S REPORT

STATUTORY AUDITOR

The appointment of Mr. Kamal Agrawal Chartered Accountant (Membership No. 43529) theStatutory Auditor of the company was ratified by the shareholders at the AGM held on 30thSeptember 2015. His appointment is valid till the conclusion of this 23rd AGM.

The Company has received a written confirmation from the Auditor that the ratificationof his appointment for the next financial year if made shall be in accordance with thecriteria as provided under Section 141 of the Companies Act 2013.

The Auditor's Report on the financial statements for the financial year ended 31stMarch 2016 does not contain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR

Deepika Arora Practicing Company Secretary was appointed as the Secretarial Auditor toconduct the secretarial audit of the Company for the financial year 2015-2016 as requiredunder Section 204 of the Companies Act 2013 and the rules made thereunder.

The Secretarial Audit Report for the financial year 2015-2016 is appended as Annexure Awhich forms part of this report.

The said Secretarial Auditor's Report contained some qualifications in respect ofnon-appointment of the Company Secretary non-appointment of CFO publication of thequarterly results and filing one form with the Registrar of Companies. The management ofthe Company has given explanation to all the objections raised by the Secretarial Auditorand same were incorporated by the Company Secretary in her report therefore no separateexplanation is required.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of annualreturn in the prescribed Form MGT-9 is appended as Annexure B which forms part of thisreport.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed pursuant to the provisions ofSection 134 of the Act read with Rule 8 of the Companies (Accounts Rules) 2014.

A. Conservation of Energy: The operations of the Company are not energyintensive however adequate measures have been taken to reduce energy consumption and allefforts are made to use more natural light in the office.

B. Technology Absorption: Not applicable.

C. Foreign Exchange Earnings and Outgo: Not applicable.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the continued support andco-operation by financial institutions banks government authorities and otherstakeholders. Your Directors also acknowledge the support extended by the Company's unionsand all the employees for their dedicated service.

On behalf of the Board of Directors
Gyanchand Jain
Managing Director
Jaipur 5th September 2016